Liabilities Not Being Assumed. Except for the Assumed Obligations, the Sellers agree that the Purchasers shall not be obligated to assume or perform and are not assuming or performing any liabilities or obligations of the Sellers, whether known or unknown, fixed or contingent, certain or uncertain (the “Retained Liabilities”), and the Sellers shall remain responsible for and shall indemnify, defend and hold harmless Purchasers from and against all Retained Liabilities, which shall include, but not be limited to, the following obligations or liabilities of the Sellers:
(a) Any compensation or benefits payable to present or past employees of the Sellers incurred prior to the Closing Date, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan and any of any Seller’s obligations for vacation, holiday or sick pay, other than (i) the Seller’s obligations for vacation or holiday pay (accrued prior to Closing) and any severance obligations under existing written agreements to those employees of the Sellers who become employees of or consultants to the Purchasers following the Closing, as set forth in Schedule 3.5 and (ii) the severance obligations described in subsection (i) to Section 3.5 above;
(b) All federal, state, local, foreign or other Taxes related to the operation of the Business or the ownership or use of the Purchased Assets prior to the Closing Date and any Tax liability of the Sellers which is not related to the Business;
(c) Any Liens, except for Permitted Liens, on any of the Purchased Assets and all obligations and liabilities secured thereby that are not set forth on Schedule 3.5 hereto;
(d) All obligations of the Sellers, either for borrowed money or incurred in connection with the purchase, lease or acquisition of any assets, that are not set forth on Schedule 3.5 hereto;
(e) Any accounts or notes payable of the Sellers that are not set forth on Schedule 3.5 hereto;
(f) Any claims, demands, actions, suits or legal proceedings that have been asserted or threatened prior to the Closing Date against the Sellers, the Business or the Purchased Assets or which may be threatened hereafter against the Purchased Assets, the Business or the Purchaser but only to the extent related to (i) the Sellers’ operation of the Business or the ownership or use of the Purchased Assets prior to the Closing Date, or (ii) any other business or non-business activities of the Sellers not related to the Business and conduc...
Liabilities Not Being Assumed. The Buyer is not assuming any liabilities or obligations of the Seller (fixed or contingent, known or unknown, matured or unmatured) whatsoever other than the Assumed Obligations. For convenience of reference, all liabilities and obligations of the Seller not being assumed by the Buyer are collectively referred to as the "Excluded Obligations." The Seller hereby agrees to pay all Excluded Obligations as and when such Excluded Obligations become due.
Liabilities Not Being Assumed. 3 1.5. Instruments of Conveyance and Transfer, Etc .............. 4 1.6.
Liabilities Not Being Assumed. Anything contained herein to the contrary notwithstanding, the Purchaser is expressly not assuming any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller (the "Excluded Liabilities"), which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller:
(a) All liabilities and obligations of Seller under this Agreement or with respect to or arising out of the consummation of the transactions contemplated by this Agreement;
(b) All liabilities and obligations of Seller for Seller's fees and expenses and taxes incurred by Seller in connection with, relating to, or arising out of the consummation of the transactions contemplated by this Agreement;
(c) All liabilities and obligations of Seller secured by any Acquired Assets or that are payable upon transfer of the Acquired Assets; and
(d) All other liabilities that are not specifically assumed by Purchaser under Section 1.3 hereof, including but not limited to any liabilities not so expressly assumed that are reflected on any balance sheet of Seller provided to Purchaser at or prior to the Closing or that should be so reflected under generally accepted accounting procedures ("GAAP"). Seller shall discharge all Excluded Liabilities on or before the Closing Date.
Liabilities Not Being Assumed. Buyer and HealthLink, Ltd. are not assuming any liabilities of the Seller other than obligations arising from and after the Closing Date under the contracts.
Liabilities Not Being Assumed. Except for the Assumed Obligations or as otherwise expressly set forth in this Agreement, or in any document, instrument or agreement executed or entered into by Purchaser pursuant hereto or contemporaneously herewith, Purchaser shall not assume, and shall have no responsibility with respect to, any and all liabilities or obligations of Seller, known or unknown, absolute or contingent, accrued or unaccrued, whether due or to become due.
Liabilities Not Being Assumed. 10 2.3 Instrument of Assumption................................................................ 13
Liabilities Not Being Assumed. 7 2.6 Post-Closing Adjustment to Response Shares.....................................................7
Liabilities Not Being Assumed. Purchaser will not assume or be obligated to satisfy or perform any other liabilities, obligations or commitments of Seller, whether fixed or contingent, or known or unknown, including but not limited to Seller's tax, environmental and water quality liabilities and obligations to its employees.
Liabilities Not Being Assumed. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR IN ANY RELATED DOCUMENT, EXCEPT FOR THE ASSUMED LIABILITIES ASSUMED PURSUANT TO SECTION 2.1, PURCHASER SHALL NOT ASSUME, PAY, BEAR, PERFORM OR DISCHARGE ANY LIABILITIES OF THE SELLERS, THE TRUST OR ANY OF THEIR RESPECTIVE AFFILIATES (INCLUDING ANY SELLER SUBSIDIARY) WHETHER OR NOT ARISING OUT OF OR RELATING TO THE PURCHASED ASSETS OR THE BUSINESS OR ANY OTHER BUSINESS OF THE SELLERS, THE TRUST OR THEIR RESPECTIVE AFFILIATES (INCLUDING ANY SELLER SUBSIDIARY), AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE CLOSING, INCLUDING ANY OF THE LIABILITIES OR OBLIGATIONS LISTED ON SCHEDULE 2.2, ALL OF WHICH LIABILITIES SHALL FROM AND AFTER THE CLOSING REMAIN THE EXCLUSIVE RESPONSIBILITY OF THE SELLERS, THE TRUST OR ANY OF THEIR RESPECTIVE AFFILIATES (INCLUDING ANY SELLER SUBSIDIARY), AS APPLICABLE.
