Liabilities Not to be Assumed. Except as specifically set forth in Section 1.2, Purchaser is not at any time assuming any other Liabilities of Seller or any of its Affiliates (“Excluded Liabilities”), and all such Excluded Liabilities shall be and remain the responsibility of Seller. The Excluded Liabilities shall include, without limitation: (i) any Liabilities that arise under any Assumed Contract (or Restricted Contract) prior to the Effective Date, or that arise under any Assumed Contract (or Restricted Contract) after the Effective Date, but only to the extent the Liability under the Assumed Contract (or Restricted Contract) pertains to a breach of the agreement by Seller prior to the Effective Date or an indemnified obligation specified in the Assumed Contract (or Restricted Contract) that relates to an act or omission of Seller prior to the Effective Date; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ii) any Liabilities under the GTx and Orion Amended and Restated License and Supply Agreement; (iii) any Liabilities of Seller and its Affiliates with respect to Product returns as set forth in Section 9.3; (iv) any Liabilities of Seller and its Affiliates with respect to Chargebacks as set forth in Section 9.6; (v) any Liabilities of Seller and its Affiliates with respect to Product rebates as set forth in Section 9.8; (vi) any Liabilities arising out of product liability and any other claims by any Third Party, as well as an Liabilities relating to any voluntary or involuntary recall or field correction, in each case to the extent arising from or relating to any Product (whether or not defective) sold by or on behalf of Seller or any of its Affiliates on or prior to the Effective Date; (vii) any assessments, claims or liabilities (including interest and/or penalties) for Taxes relating to, imposed upon or assessed against any of the Purchased Assets, the Business or the sales, income, property or business of Seller or any of its Affiliates for any period ending on or before the Effective Date; and (viii) any Liabilities arising out of or relating to the marketing, selling or promotion of the Product and/or the Promotional Materials prior to the Effective Date.
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Samples: Asset Purchase Agreement, Asset Purchase Agreement (GTX Inc /De/)
Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 1.22.1, Purchaser the Buyer is not at any time assuming any other Liabilities debts, liabilities, obligations or contracts of the Seller or any of its Affiliates (“Excluded Liabilities”), and all such Excluded Liabilities debts, liabilities, obligations and contracts shall be and remain the responsibility of the Seller. The Excluded Liabilities shall include, without limitationincluding:
(ia) any Liabilities that arise under liability based on tortious or illegal conduct, regardless of when made or asserted, which arises out of or is based upon any Assumed Contract (express or Restricted Contract) prior to the Effective Dateimplied representation, warranty, agreement or guarantee made by Seller, or that arise under any Assumed Contract (alleged to have been made by Seller, or Restricted Contract) after the Effective Date, but only which is imposed or asserted to the extent the Liability under the Assumed Contract (or Restricted Contract) pertains to a breach be imposed by operation of the agreement by Seller prior to the Effective Date or an indemnified obligation specified in the Assumed Contract (or Restricted Contract) that relates to an act or omission of Seller prior to the Effective Date; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(ii) any Liabilities under the GTx and Orion Amended and Restated License and Supply Agreement;
(iii) any Liabilities of Seller and its Affiliates with respect to Product returns as set forth in Section 9.3;
(iv) any Liabilities of Seller and its Affiliates with respect to Chargebacks as set forth in Section 9.6;
(v) any Liabilities of Seller and its Affiliates with respect to Product rebates as set forth in Section 9.8;
(vi) any Liabilities arising out of product liability and any other claims by any Third Party, as well as an Liabilities relating to any voluntary or involuntary recall or field correctionlaw, in each case to the extent arising from connection with any service performed or relating to any Product (whether or not defective) product sold by or on behalf of Seller Seller, or any of its Affiliates on claim seeking recovery for consequential or prior to the Effective Datespecial damage or lost revenue or income;
(viib) any assessmentsliability or obligation to creditors, claims lenders, customers, vendors, lessors, landlords, insurers, or liabilities suppliers, or others with whom Seller has or has had a business relationship, whether pursuant to a contract or otherwise;
(including interest and/or penaltiesc) for Taxes relating any liability or obligation to any current, former or future officer, director or stockholder of Seller;
(d) any liability or obligation with respect to, imposed upon or assessed against in connection with, the Excluded Assets;
(e) any liability or obligation with regard to any federal, state, local or foreign income or other tax, including any interest or penalties thereon, (i) payable with respect to the Seller or the Purchased Assets or (ii) incident to or arising as a consequence of the Purchased Assetsnegotiation or consummation by Seller of this Agreement and the transactions contemplated hereby;
(f) any liability or obligation to or in connection with any employees, agents or independent contractors (collectively, “Employees”) of Seller, whether or not employed by Seller or Buyer after the Business Closing, or the sales, income, property under any benefit arrangement with respect thereto;
(g) any liability or business obligation of Seller arising or any incurred in connection with the negotiation, preparation and execution of its Affiliates for any period ending on or before this Agreement and the Effective Datetransactions contemplated hereby, including fees and expenses of counsel, accountants, advisors and other experts; and
(viiih) any Liabilities arising out other liability or obligation of Seller, whenever arising, whether absolute or relating to the marketingcontingent, selling inchoate or promotion of the Product and/or the Promotional Materials prior to the Effective Dateotherwise.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nextphase Wireless, Inc.)
Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 1.21.3 of this Agreement, Purchaser is not at any time assuming any other Liabilities of Seller or any of its Affiliates (“Excluded Liabilities”)Seller, and all such Excluded Liabilities shall be and remain the responsibility of Seller. The Excluded Notwithstanding the provisions of Section 1.3 of this Agreement, Purchaser is not assuming, and Seller shall not be deemed to have transferred to Purchaser the following Liabilities:
(a) Any Liability with respect to any action, suit, proceeding, arbitration, investigation or inquiry, whether civil, criminal or administrative ("Litigation") related to or arising from the period prior to the Closing Date.
(b) All Liabilities shall includeincurred by Seller in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated herein, including, without limitation:, tax liabilities (except to the extent otherwise allocated pursuant to Section 16.2 hereof), the fees and expenses of attorneys, accountants, investigators, auditors, consultants and brokers to Seller.
(c) Except to the extent Purchaser receives a credit pursuant to the determination of the proration items pursuant to Section 16.2 hereof, any Liability of Seller for Federal income taxes and any state or local income, profit, franchise or property taxes, and any penalties or interest due on account thereof.
(d) Liabilities of Seller for any breach or failure to perform any of its covenants and agreements contained in, or made pursuant to, this Agreement, or, prior to the Closing, any other contract, whether or not assumed hereunder, including any breach arising from assignment of contracts hereunder without consent of third parties.
(e) Liabilities of Seller for any violation of a Law or Order.
(f) Liabilities of Seller to its present or former Affiliates.
(g) Liabilities to or in respect of employees of the Station, including salary, payroll taxes, unemployment compensation, pension, profit sharing, retirement, bonus, medical, dental, life, accident insurance, disability, executive or deferred compensation, and other similar fringe or employee benefit plans.
(h) Liabilities of Seller for borrowed money or for interest on such borrowed money.
(i) Liabilities of Seller resulting from the failure to comply with, or imposed pursuant to, any Liabilities that arise under any Assumed Contract Environmental Law (or Restricted Contract) as hereinafter defined), prior to the Effective DateClosing or resulting from the Release (as hereinafter defined) of Hazardous Substances (as hereinafter defined), or that arise under any Assumed Contract (or Restricted Contract) after in relation to the Effective Date, but only Station to the extent the Liability under the Assumed Contract (or Restricted Contract) pertains to a breach of the agreement by Seller prior to the Effective Date or an indemnified obligation specified in the Assumed Contract (or Restricted Contract) that relates to an act or omission of Seller prior to the Effective Date; [ * ] = Certain confidential information contained in this documentrelated to, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(ii) any Liabilities under the GTx and Orion Amended and Restated License and Supply Agreement;
(iii) any Liabilities of Seller and its Affiliates with respect to Product returns as set forth in Section 9.3;
(iv) any Liabilities of Seller and its Affiliates with respect to Chargebacks as set forth in Section 9.6;
(v) any Liabilities of Seller and its Affiliates with respect to Product rebates as set forth in Section 9.8;
(vi) any Liabilities arising out of product liability and any other claims by any Third Party, as well as an Liabilities relating to any voluntary or involuntary recall or field correction, in each case to the extent arising from or relating otherwise attributable to Seller's acts or omissions prior to or conditions existing as of the Closing Date, including, without limitation, any Product (whether liability or not defective) sold by obligation for cleaning up waste disposal sites from or on behalf of Seller related to Seller's acts or any of its Affiliates omissions on or prior to the Effective Closing Date;.
(viij) any assessmentsAny agreements not included among the Assumed Contracts listed on Schedule 1.1(g), claims or liabilities (including interest and/or penalties) for Taxes relating toincluding, imposed upon or assessed against any of the Purchased Assets, the Business or the sales, income, property or business of Seller or any of its Affiliates for any period ending on or before the Effective Date; and
(viii) any Liabilities arising out of or relating but not limited to the marketing, selling or promotion of the Product and/or the Promotional Materials prior to the Effective Datetrade and barter agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hispanic Broadcasting Corp)
Liabilities Not to be Assumed. Except as specifically set forth in Section 1.2Buyer shall not assume and shall not be obligated to pay, Purchaser is not at discharge or perform any time assuming any other Liabilities obligations and liabilities of Seller or Seller's Affiliates relating to the Medicaid Business or any other business not listed in Section 2.4.1 of its Affiliates (“Excluded Liabilities”)this Agreement, and all regardless of whether such Excluded Liabilities shall be and remain obligation arises before or after the responsibility of Seller. The Excluded Liabilities shall includeEffective Date, including, without limitation:, the following (collectively, "Excluded Liabilities"):
(ia) any Liabilities that arise under any Assumed Contract (Any and all liabilities or Restricted Contract) obligations of Seller or Seller's Affiliates in connection with the Medicaid Business, whether reported or unreported, arising or accruing prior to the Effective Date, or that arise under including without limitation, any Assumed Contract (or Restricted Contract) after the Effective Date, but only to the extent the Liability liability for contractual obligations under the Assumed Seller's Medicaid Contract (or Restricted Contract) pertains to a breach of the agreement by Seller prior to the Effective Date or an indemnified obligation specified in the Assumed Contract (or Restricted Contract) that relates to an act or omission of Seller arising prior to the Effective Date; [ * ] = Certain confidential information contained in this document, marked by bracketswhich shall include but not be limited to, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(ii) any Liabilities under the GTx and Orion Amended and Restated License and Supply Agreement;
(iii) any Liabilities of Seller and its Affiliates with respect to Product returns as set forth in Section 9.3;
(iv) any Liabilities of Seller and its Affiliates with respect to Chargebacks as set forth in Section 9.6;
(v) any Liabilities of Seller and its Affiliates with respect to Product rebates as set forth in Section 9.8;
(vi) any Liabilities arising out of product liability and any other claims by any Third Party, as well as an Liabilities relating to any voluntary or involuntary recall or field correction, in each case to the extent arising from or relating to any Product Medical Claims (whether incurred under a Provider Agreement or not defectiveotherwise) sold by or on behalf of Seller or any of its Affiliates for services rendered to Medicaid Members on or prior to the Effective Date and claims of Medicaid Members who are hospitalized, or, subject to Section 2.4.4 hereof, whose admission has been authorized (which admissions Seller will list on Schedule 2.4.2(a) to this Agreement to be provided to Buyer one (1) Business Day prior to Effective Date) and which Seller represents, prior to the Effective Date through the date of discharge for such members;
(viib) Any and all liabilities of Seller, Seller's Affiliates or any assessmentsthird party, whether currently known or unknown, with respect to claims or liabilities (including interest and/or penalties) potential claims for Taxes relating to, imposed upon medical malpractice or assessed against any of professional liability with respect to the Purchased Assets, the Medicaid Business or the sales, income, property or business of Seller or any of its Affiliates for any period ending on or before the Effective Date; and
(viii) any Liabilities arising out of or accruing from or relating to the marketingMedicaid Business prior to the Effective Date in each case regardless of when the claim is asserted;
(c) Any and all liabilities of Seller, selling Seller's Affiliates or promotion any third party, whether currently known or unknown, relating to litigation or claims of any kind or nature with respect to the Product and/or Medicaid Business arising out of or accruing from or relating to the Promotional Materials Medicaid Business prior to the Effective Date, in each case regardless of when the claim is asserted;
(d) Liabilities arising from relating to or in connection with the Excluded Assets;
(e) Liabilities that do not relate to the Medicaid Business;
(f) Liabilities which are not otherwise directly related to the Assets and Assumed Liabilities;
(g) Liabilities arising from, related to or in connection with any of Seller's expenses related to the transactions contemplated by this Agreement;
(h) Liabilities arising from, related to or in connection with any cure or other amount payable with respect to the assignment of any contractual obligation to Buyer hereunder;
(i) Any liability of any kind to, or with respect to, Seller's employees, including without limitation, salaries or compensation of any kind, continued employment, vacation or severance pay, or with respect to the Benefit Plans of Seller (including all obligations pursuant to the continuation coverage rules of ERISA Sections 601-608 and Code Section 4980B);
(j) Any and all Taxes or assessments arising from or related to ownership of the Assets or the conduct of the Medicaid Business prior to the Effective Date, including without limitation (i) any personal property or sales or use taxes, (ii) any liability of Seller for unpaid Taxes of any Person under Treas. Reg.
Section 1. 1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (iii) any liability of Seller for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the assets); or (iv) any other Taxes or assessments payable by Seller;
(k) Any and all retroactive subtractions to premium earned by Seller for periods prior to Effective Date and related to the Medicaid Business; and
(l) Any and all Losses against which Seller agrees to indemnify Buyer pursuant to Article XII of this Agreement.
Appears in 1 contract
Liabilities Not to be Assumed. Except as specifically set forth in Section 1.2Buyer shall not assume and shall not be obligated to pay, Purchaser is not at discharge or perform any time assuming any other Liabilities obligations and liabilities of Seller or any of its Affiliates (“Excluded Liabilities”)not assumed above, and all such Excluded Liabilities shall be and remain the responsibility of Seller. The Excluded Liabilities shall includeincluding, without limitation:, the following (collectively, "Excluded Liabilities"):
(ia) any Liabilities that arise under any Assumed Contract Any and all liabilities of Seller, Seller's affiliates, or third parties (including without limitation KFHPTx), whether currently known or Restricted Contract) unknown, with respect to claims or potential claims for medical malpractice or professional liability with respect to the business of Seller relating to periods prior to the Effective DateClosing in each case regardless of when the claim is asserted;
(b) Any and all liabilities of Seller, Seller's affiliates, or that arise under third parties (including without limitation KFHPTx), whether currently known or unknown, relating to litigation or claims of any Assumed Contract (kind or Restricted Contract) after the Effective Date, but only nature with respect to the extent the Liability under the Assumed Contract (or Restricted Contract) pertains business of Seller relating to a breach of the agreement by Seller periods prior to the Effective Date or an indemnified obligation specified in the Assumed Contract (or Restricted Contract) that relates to an act or omission of Seller prior to the Effective Date; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(ii) any Liabilities under the GTx and Orion Amended and Restated License and Supply Agreement;
(iii) any Liabilities of Seller and its Affiliates with respect to Product returns as set forth in Section 9.3;
(iv) any Liabilities of Seller and its Affiliates with respect to Chargebacks as set forth in Section 9.6;
(v) any Liabilities of Seller and its Affiliates with respect to Product rebates as set forth in Section 9.8;
(vi) any Liabilities arising out of product liability and any other claims by any Third Party, as well as an Liabilities relating to any voluntary or involuntary recall or field correctionClosing, in each case to regardless of when the extent arising from or relating to any Product (whether or not defective) sold by or on behalf of Seller or any of its Affiliates on or prior to the Effective Dateclaim is asserted;
(viic) any assessmentsLiabilities relating to the Excluded Assets; HLTHDAL:19130.4 40072-00002
(d) Liabilities which are not related to the Assets and Assumed Liabilities;
(e) Seller's obligations relating to Seller's health and welfare benefit plans, claims or liabilities pension, and retirement plans with respect to the Terminated Employees (including interest and/or penaltiesas hereinafter defined) for Taxes relating to, imposed upon or assessed against any of the Purchased Assets, the Business or the sales, income, property or business of Seller or any former employees of its Affiliates for any period ending on or before the Effective DateSeller; and
(viiif) any Liabilities arising out Any liability of or Seller relating to that certain Subsidy Agreement (the marketing"Subsidy Agreement") among Seller, selling or promotion of the Product and/or the Promotional Materials prior Buyer, KFHPTx, and Sierra Health Services, Inc., to the Effective Datebe delivered at Closing.
Appears in 1 contract
Samples: Asset Sale and Purchase Agreement (Sierra Health Services Inc)
Liabilities Not to be Assumed. Except as specifically set forth in Section 1.2Buyer shall not assume and shall not be obligated to pay, Purchaser is not at discharge or perform any time assuming any other Liabilities obligations and liabilities of Seller or Seller’s Affiliates relating to the Medicaid Business or any other business not listed in Section 2.4(a) of its Affiliates this Agreement, regardless of whether such obligation arises before or after the Closing Date, including, without limitation, the following (collectively, “Excluded Liabilities”), and all such Excluded Liabilities shall be and remain the responsibility of Seller. The Excluded Liabilities shall include, without limitation:):
(i) any Liabilities that arise under any Assumed Contract (Any and all liabilities or Restricted Contract) obligations of Seller or Seller’s Affiliates in connection with the Medicaid Business, whether reported or unreported, arising or accruing prior to the Effective DateClosing, or that arise under including without limitation, any Assumed Contract (or Restricted Contract) after the Effective Date, but only to the extent the Liability liability for contractual obligations under the Assumed Seller’s Medicaid Contract (or Restricted Contract) pertains to a breach of the agreement by Seller arising prior to the Effective Date Closing, which shall include but not be limited to, Medical Claims (whether incurred under a Purchased Provider Agreement or an indemnified obligation specified in the Assumed Contract (otherwise) for services rendered to Medicaid Members on or Restricted Contract) that relates to an act or omission of Seller prior to the Effective Date; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted Closing and filed separately with claims of Medicaid Members who are hospitalized prior to the Securities and Exchange Commission pursuant to Rule 24b-2 Closing through the date of the Securities Exchange Act of 1934, as amended.discharge for such members;
(ii) Any and all liabilities, of Seller, Seller’s Affiliates or any Liabilities under third party, whether currently known or unknown, with respect to claims or potential claims for medical malpractice or professional liability with respect to the GTx and Orion Amended and Restated License and Supply AgreementMedicaid Business relating to periods prior to the Closing in each case regardless of when the claim is asserted;
(iii) Any and all liabilities of Seller, Seller’s Affiliates or any Liabilities third party, whether currently known or unknown, relating to litigation or claims of Seller and its Affiliates any kind or nature with respect to Product returns as set forth the Medicaid Business arising out of or accruing from or relating to the Medicaid Business prior to the Closing, in Section 9.3each case regardless of when the claim is asserted;
(iv) any Liabilities of Seller and its Affiliates arising from relating to or in connection with respect to Chargebacks as set forth in Section 9.6the Excluded Assets;
(v) any Liabilities of Seller and its Affiliates with respect that do not relate to Product rebates as set forth in Section 9.8the Medicaid Business;
(vi) any Liabilities which are not otherwise directly related to the Assets;
(vii) Liabilities arising out from, related to or in connection with any of product Seller’s expenses related to the transactions contemplated by this Agreement (unless otherwise provided in this Agreement);
(viii) Liabilities arising from, related to or in connection with any cure or other amount payable with respect to the assignment or termination of any contractual obligation to Buyer hereunder;
(ix) Any liability of any kind to, or with respect to, Seller’s current or former employees, independent contractors, directors or officers (or any dependants or beneficiaries thereof), including without limitation, salaries or compensation of any kind, continued employment, vacation or severance pay, or with respect to the Benefit Plans of Seller (including all obligations pursuant to the continuation coverage rules of ERISA Sections 601-608 and Code Section 4980B) or any benefit plans of any other claims by any Third Partyentity that together with Seller constitutes a controlled group of entities under Code Section 414(b), as well as an Liabilities relating to any voluntary (c), (m) or involuntary recall (o);
(x) Any and all Taxes or field correction, in each case to the extent assessments arising from or relating related to any Product (whether ownership of the Assets or not defective) sold by or on behalf the conduct of Seller or any of its Affiliates the Medicaid Business on or prior to the Effective Closing Date, including, without limitation (A) any personal property or sales or use taxes, (B) any liability of Seller for unpaid Taxes of any Person under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (C) any liability of Seller for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the assets); or (D) any other Taxes or assessments payable by Seller;
(viixi) any assessments, claims or liabilities (including interest and/or penalties) Any and all retroactive subtractions to capitation payments earned by Seller for Taxes relating to, imposed upon or assessed against any of periods prior to Closing and related to the Purchased Assets, the Business or the sales, income, property or business of Seller or any of its Affiliates for any period ending on or before the Effective DateMedicaid Business; and
(viiixii) any Liabilities arising out Any and all Losses against which Seller agrees to indemnify Buyer pursuant to Article XII of or relating to the marketing, selling or promotion of the Product and/or the Promotional Materials prior to the Effective Datethis Agreement.
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