Liabilities of Sellers. Purchaser shall assume only (i) those current liabilities of Sellers set forth on Schedule 3.03 and those current liabilities of the same character which arise in the ordinary course of the Business between February 28, 1998 and the Closing and (ii) those liabilities of ATS arising after the Closing Date under leases and contracts referenced on Schedule 3.03 and under contracts entered into in the ordinary course of the Business between the time of execution of this Agreement and the Closing (collectively the "Assumed Liabilities"). Purchaser shall not assume or agree to pay any liability or obligation of the Sellers of any nature whatsoever that (i) is not expressly set forth on Schedule 3.03, (ii) is not a current liability which is of the same character as those set forth on Schedule 3.03 and which arises in the ordinary course of the Business between February 28, 1998 and the Closing, or (iii) is not a lease or contact assumed pursuant to Sections 5.01 or 5.02 or a contract entered into in the ordinary course of the Business between the time of execution of this Agreement and the Closing. Except as expressly provided in this Agreement, the Purchaser does not hereby and shall not assume, or in any way undertake to pay, perform, satisfy or discharge any other liabilities, obligations, agreements or commitments of the Sellers or relating to the operations of the Business, whether due or to become due, whether accrued, absolute, contingent, known or unknown, disclosed or undisclosed in this Agreement (including the Schedules hereto) or otherwise, existing on the Closing Date or arising out of any transactions entered into, or any state of facts existing prior to the Closing Date (collectively, the "Retained Liabilities"). The Sellers shall pay and satisfy when due all Retained Liabilities and shall indemnify, defend and hold the Purchaser harmless from and against any loss, liability, damage or expense (including reasonable attorneys' fees) arising out of any failure by the Sellers to pay, perform or discharge when due any Retained Liabilities. The Retained Liabilities shall include the following liabilities of Sellers:
1. All accounts payable, accrued expenses and other current liabilities (except to the extent reflected on the Closing Date Balance Sheet);
2. All federal, state, local or other taxes, levies, duties, fines and other governmental charges of any kind of the Sellers, including interest and penalties;
3. With respect to services provided to Se...
Liabilities of Sellers. Notwithstanding any other provision in this Agreement to the contrary, none of the MPT Parties shall assume or agree to pay, satisfy, discharge or perform, or shall be deemed by virtue of the execution and delivery of this Agreement, the other Transaction Documents, or any other document (including Transaction Documents) delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the Transactions contemplated by this Agreement, the other Transaction Documents or such other document, to have assumed, or to have agreed to pay, satisfy, discharge or perform, or shall be liable for, any liability, obligation, contract, or Indebtedness of any of the IASIS Parties or any other Person, whether primary or secondary, direct or indirect, relating to the ownership, use or operation of any of the Owned Real Property, the Acquired Assets, or the Facilities prior to the Closing, any liability or obligation arising out of or related to any breach, default, tort or similar act committed by any of the IASIS Parties or any of their Affiliates relating to the ownership, use or operation of the Owned Real Property, the Acquired Assets, or the Facilities prior to the Closing, or for any failure of the IASIS Parties or any of their Affiliates to perform any covenant or obligation for or during any period prior to the Closing, and any liability arising out of the ownership, use or operation of the Owned Real Property, the Acquired Assets, and the Facilities by the IASIS Parties or any other Person prior to the Closing (collectively, the “Excluded Liabilities”). The terms of this Section 1.5 shall survive the Closing.
Liabilities of Sellers. Attached hereto as Schedule 2.13 is a list of certain of the liabilities of Sellers, which Buyer has agreed to assume subject to the provisions of this Agreement, setting forth the name, address and amount due of each such creditor and whether any financing statements, or other publicly recorded notice of indebtedness is on file with respect thereto (the "Assumed Liabilities"). All liabilities listed on Schedule 2.13: (i) relate to the purchase of goods or services made in the ordinary course of business; (ii) include all liabilities reflected on the Balance Sheet or (iii) are otherwise liabilities incurred in the ordinary course of business.
Liabilities of Sellers. From and after the Closing Date, Buyer shall be responsible for all liabilities, claims, suits, demands, damages, judgments, costs, fines, penalties, interest and expenses arising from, or in connection with any liabilities or obligations arising from and after the Closing Date (including, without limitation, all liabilities in connection with all Leasing Costs) and Seller shall be responsible for all liabilities, claims, suits, demands, damages, judgments, costs, fines, penalties, interest and expenses accruing prior to the Closing Date.
Liabilities of Sellers. The Sellers have no liabilities, contingent or otherwise, including, without limitation, liabilities for state or Federal income, withholding, sales, or other taxes, except to the extent reflected, reserved against, or provided for, in the Sellers' Most Recent Balance Sheet, except for taxes, trade payables and other obligations incurred after the date of the Sellers' Most Recent Balance Sheet in amounts consistent in all material respects, with those incurred in prior periods in the ordinary course of business, including without limitation liabilities for unearned tuition.
Liabilities of Sellers. (a) Buyer shall assume Sellers' obligations to service the Customers from and after the Closing. Further, Buyer will assume Sellers' obligations under the Leases and Circuits listed on the attached Schedules 3 and 4 from and after the Closing. See section (c) below.
(b) Except as expressly provided in Subsection (a), Buyer shall not assume or be liable for any debts, liabilities or obligations of Sellers of any kind or nature, whether accrued or unaccrued, absolute or contingent, and Sellers shall remain responsible for all debts, liabilities and liabilities arising from or relating to Sellers' ownership or use of the COVISTA Assets for all periods prior to the Closing (collectively, "Sellers' Liabilities"). Sellers agree that they will pay and satisfy all of Sellers' Liabilities, and that they will indemnify, defend and hold Buyer harmless from and against all of Sellers' Liabilities. Without limiting the foregoing, Sellers shall pay and discharge, when due or upon adjudication or resolution of any disputed terms, all of the following Liabilities of Sellers:
(1) accounts payable, obligations for borrowed money, and all operating expenses;
(2) liabilities incurred by Sellers in connection with the transactions contemplated by this Agreement, including Taxes, professional fees and, if any, brokers' fees;
(3) liabilities for federal, state and local income Taxes, excise or franchise taxes, sales and use taxes and all other governmental Taxes, levies and assessments due or to become due from Sellers with respect to any period prior to the Closing or any transaction occurring prior to the Closing.
(4) liabilities with respect to Sellers' employees whether arising before or after the Closing Date (including without limitation payroll and payroll taxes, liabilities or obligations under any of Sellers' employee benefit plans, and accrued vacation due Sellers employees), except for wage and salary obligations arising after the Closing Date with respect to Seller's employees (if any) specifically hired by Buyer;
(5) obligations and liabilities of Sellers whether arising before or after the Closing Date for products liability and contractual warranty and service repairs in connection with products and services sold, distributed or provided by Sellers prior to the Closing.
(6) bligations and liabilities of the Sellers for periods prior to the Closing pursuant to the terms of all contracts, agreements, leases, licenses, permits, purchase orders, and sales orders.
(c) ...
Liabilities of Sellers. Buyer is neither purchasing nor ----------------------- assuming any liabilities of Sellers, except as specifically set forth herein. Specifically, Buyer is not liable nor will it become liable in the future, for any liability, debt, tax (property tax, sales tax or withholding tax), accounts payable, surcharges, levies, encumbrances or the like, lawsuits and claims owed, incurred or accrued by Sellers prior to the closing date of this Agreement. In the event Buyer receives food or other inventory as a result of the closing of this Agreement, Buyer shall not assume any trade indebtedness of Seller pertaining thereto. Buyer is not, and shall not be construed as, a "successor" to any Seller in any respect.
Liabilities of Sellers. All liabilities of Sellers related to the Assets that are not Assumed Liabilities will be paid by Sellers as they come due, which due date may be extended if the liability is contested by Sellers in good faith or does not effect the transferability of the Asset. In the event liability affects the Asset and is contested, Sellers shall immediately notify Purchaser in writing as to the reason for the contest.
Liabilities of Sellers. Neither Seller has any liabilities, contingent or otherwise, including, without limitation, liabilities for state or Federal income, withholding, sales, or other taxes, except to the extent reflected, reserved against, or provided for, in each of the Sellers' Most Recent Balance Sheets, except for taxes, trade payables and other obligations incurred after the date of each of the Sellers' Most Recent Balance Sheets in amounts consistent in all material respects, with those incurred in prior periods in the ordinary course of business, including without limitation liabilities for unearned tuition, and the Potential Title IV Notification Liability.
Liabilities of Sellers. Notwithstanding any other provision of this Agreement, Seller shall have no liability for any of the following matters:
(i) Any and all Remediation Costs incurred by CIS or Buyers in responding to Known Post-Closing Contamination;
(ii) Any and all Remediation Costs incurred by CIS or Buyers in conducting Remedial Action that Sellers do not perform or are not otherwise responsible for in accordance with Section 14.5(d) hereof or has not been required by an Environmental Agency within the time periods specified in Sections 14.5(a) and 14.5(b);
(iii) Any and all Remediation Costs incurred by CIS or Buyers related to an Environmental Claim for which CIS or Buyers have failed to provide Sellers notice in accordance with Section 14.6(c) hereof;
(iv) Any and all Remediation Costs incurred by CIS or Buyers in conducting Discretionary Remediation at any Facility;
(v) Any and all Remediation Costs incurred in conducting a Remedial Action at a Facility, or any portion thereof, for which a No Further Action Determination has been obtained;
(vi) Subject to Section 14.5(c) hereof, any and all Remediation Costs for Unknown Contamination that are less than $25,000, per occurrence, regardless of the date upon which the matter arises;
(vii) CIS's allocated share of Remediation Costs for Unknown Contamination, to the extent Seller is not liable for such costs pursuant to Section 14.5(b), except as set forth in Section 14.5(c); and
(viii) Any administrative or civil fines or penalties assessed by an Environmental Agency as a result of CIS's or Buyers' actions or failure to act or for which notice is not provided to Sellers in accordance with Section 14.6(c) hereof.
