Liabilities Not Being Assumed. Other than the Assumed Obligations, Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including the following:
(a) all Indebtedness;
(b) all Liabilities relating to Excluded Assets;
(c) all Liabilities relating to any current or former employees or consultants of Seller or any Employee Benefit Plan of Seller;
(d) all Liabilities in respect of Seller’s products or services performed by Seller with respect to the Excluded Assets;
(e) all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements of Seller;
(f) all Liabilities to any officer, director, equity holder or agent of Seller or its Affiliates;
(g) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, stockholder or agent of Seller or its Affiliates;
(h) all Liabilities in respect of any pending or threatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any claim arising out of, relating to or otherwise in respect of the Business (other than to the extent relating to the Purchased Assets) or the Excluded Assets; and
(i) (i) all Liabilities for Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of law.
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. 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. 6 1.5 Instruments of Conveyance and Transfer, Etc..........................8 1.6 Further Assurances, Etc..............................................8 1.7 Assignment of Contracts, Rights, Etc.................................8 1.8
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.
Liabilities Not Being Assumed. 7 2.6 Post-Closing Adjustment to Response Shares.....................................................7
Liabilities Not Being Assumed. Notwithstanding anything herein to the contrary, the Buyer is not assuming any liability of the Sellers not part of the Assumed Liabilities, including any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, of the Sellers, which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of the Sellers (the "Sellers' Retained Liabilities"):
(a) all liabilities and obligations of the Sellers under this Agreement or with respect to or arising out of the consummation of the transactions contemplated by this Agreement;
(b) except for the matters set forth in Schedule 4.1(e), all liabilities and obligations, claims, demands, suits or legal proceedings of the Sellers relating to or arising out of the Business before the Closing Date, as well as all costs incurred by the Sellers in connection with the matters set forth in Schedule 4.1(e) incurred prior to the Closing Date;
(c) all tax liabilities for federal, state, local, city or other tax relating to the Sellers, the Assets or the Business for all periods on or prior to the Closing, and all tax liabilities of any person under Treasury Regulation Section 1.1502-6 (or similar provision of state, local, and foreign law);
(d) any other liabilities unrelated to the ordinary course of operation of the Business; and
(e) any liabilities related to the Excluded Assets.
Liabilities Not Being Assumed. 3 1.5. Instruments of Conveyance and Transfer, Etc. .............. 4 1.6. Right of Endorcement, Etc. ................................ 4 1.7. Further Assurances......................................... 5 1.8. Assignment of Leases....................................... 6 1.9. Condition of Purchased Assets.............................. 6
