Limitation on Assumption of Liabilities. On the Effective Date, the LLP shall assume and be responsible for only those liabilities or obligations of Denver Post and Denver Publishing that are specifically contemplated by this Agreement and The Denver Newspaper Agency Contribution and Sale Agreement to be assumed by the LLP and for no others. In addition to any liabilities which may be defined as Denver Post Excluded Liabilities or Denver Publishing Excluded Liabilities in The Denver Newspaper Agency Contribution and Sale Agreement, the liabilities to be assumed by the LLP on the Effective Date shall not include any of the following liabilities (all of which shall hereinafter collectively be deemed "Excluded Liabilities"): All intercompany indebtedness, all indebtedness for borrowed money (other than capital leases related to the operations of THE DENVER POST or DENVER ROCKY MOUNTAIN NEWS), all deferred tax liabilities of whatever nature, all accrued income or franchise tax liabilities, all liabilities for failure to perform or discharge in a timely manner prior to the Effective Date any liability to be assigned to the LLP as of the Effective Date hereof, all liabilities arising from any breach occurring prior to the Effective Date under any contract, license or other instrument to be assigned to the LLP as of the Effective Date, all liabilities arising from any litigation pending or threatened as of the Effective Date with respect to the operations of Denver Post or Denver Publishing or any assets to be transferred to the LLP as of the Effective Date, all liabilities arising out of any violations occurring prior to the Effective Date of any law or governmental regulation applicable to the operations of Denver Post or Denver Publishing or the assets being transferred to the LLP as of the Effective Date, and any current liabilities in the nature of accounts, payable or other accrued liabilities; provided, however, the current liabilities shall exclude (i) the current portion of the capital leases relating to the respective operations of THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS and (ii) the unfulfilled portion of the prepaid subscription liabilities for each of THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS, and, thus, each shall not be included in the term "Excluded Liabilities". Denver Post and Denver Publishing, respectively, shall indemnify and hold the other party and the LLP harmless against any and all damage, loss and cost (including reasonable attorneys' fees) arising out of or relate...
Limitation on Assumption of Liabilities. Seller shall transfer the --------------------------------------- Assets to Buyer on the Closing Date free and clear of all liens and encumbrances, and Buyer shall not, by virtue of its purchase of the Assets, assume or become responsible for any debts, liabilities or obligations of Seller, whether fixed, contingent, known, unknown or otherwise.
Limitation on Assumption of Liabilities. Except as specifically set forth in Section 3.2 hereof, Seller, Shareholder and Licensee shall transfer the Assets to Purchaser on the Date of Closing free and clear of all Encumbrances (as hereinafter defined) other than Permitted Encumbrances (as hereinafter defined), and Purchaser shall not, by virtue of its purchase of the Assets, assume or become responsible for any debts, liabilities or obligations of Seller, Shareholder or Licensee, whether fixed, contingent, known, unknown or otherwise.
Limitation on Assumption of Liabilities. Except as specifically provided in this Agreement, Buyer shall not assume or have any liability for any liabilities or obligations of Seller, and Seller shall pay, perform and discharge all its liabilities and obligations which are not so assumed by Buyer.
Limitation on Assumption of Liabilities. The Seller shall transfer the Conveyed Property to the Purchaser free and clear of all liens and encumbrances except the Permitted Exceptions and without any assumption of liabilities and obligations by Purchaser except as specifically set forth herein. Purchaser shall not, by virtue of its purchase of the Property, assume or become responsible for any liabilities or obligations of the Seller, unless it expressly agrees to do so in writing.
Limitation on Assumption of Liabilities. Except as otherwise set forth herein, Buyer shall not assume, or in any way be responsible or liable for, any liability, obligation, claim or expense of Seller or Company, whether absolute, contingent, known or unknown, to the extent that such liability, claim, or expense accrued prior to the Effective Date of this Agreement, including any Company loan obligations incurred prior to the Effective Date. Except as otherwise set forth specifically herein, the Buyer shall assume no liabilities or obligations of the Company other than obligations arising on or after the Effective Date of this Agreement. Said liabilities to which Buyer does not assume shall specifically and expressly include any of the Company or the Seller’ tax liability accrued prior to the Effective Date of this Agreement.
Limitation on Assumption of Liabilities. Except as provided in Section 2.6, upon the Closing Seller transfers the Purchased Assets to Buyer free and clear of all Encumbrances, and without any assumption of Liabilities, and Buyer shall not, by virtue of its purchase of the Purchased Assets, assume or become responsible for under this Agreement, as of the Closing or at any time, any Liabilities of any Selling Party or any other Person, including, without limitation, the following: (i) any long-term debt (including any current portion) of any Selling Party or of any other Person guaranteed by any Selling Party or any other Person or secured by any of the Purchased Assets prior to the Closing; (ii) Liabilities arising out of any breach by a Selling Party of any provision of any Contract; (iii) any product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by a Selling Party, or alleged to have been made by a Selling Party, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of a Selling Party on or prior to the Closing; (iv) any warranty obligations of any Selling Party to replace defective Products sold by any Selling Party under the terms of any Contract, order or transaction entered into by any Selling Party prior to the Effective Date or any incidental or consequential damages or any personal injury or property damages related thereto; (vi) any federal, state or local income or other Tax payable with respect to the Business, the Purchased Assets, or other properties or operations of a Selling Party for any period prior to the Effective Date (vii) any Liabilities arising prior to the Effective Date or with respect to any employees, agents or independent contractors of the Selling Parties and any Liabilities arising under any Benefit Plan or other benefit arrangement of any kind whatsoever of any Selling Party (including, without limitation, any entity described in Section 4.16.1), including, without limitation, any severance payments or obligations; (ix) all claims for workers' compensation by any Employee or former employee of a Selling party arising out of events occurring prior to the Closing, whether reported or unreported as of the Closing and whether insured or uninsured (including, without limitation, workers' compensation, life insu...
Limitation on Assumption of Liabilities. Purchaser shall not be liable for any of the obligations or liabilities of Seller, of any kind or nature, other than those specifically assumed by Purchaser hereunder. Seller shall pay, perform and discharge all of its valid liabilities and obligations which are not so assumed by Purchaser and shall specifically indemnify and hold harmless Purchaser from and against same.
Limitation on Assumption of Liabilities. Except as specifically set forth in Section 3.2 hereof, Seller and ICL shall transfer the Assets to Purchaser on the Date of Closing free and clear of all Liens (as hereinafter defined) other than Permitted Liens (as hereinafter defined), and Purchaser shall not, by virtue of its purchase of the Assets, assume or become responsible for any debts, liabilities or obligations of Seller and ICL whether fixed, contingent, known, unknown or otherwise.
Limitation on Assumption of Liabilities. Purchaser shall not be liable for any of the obligations or liabilities of Seller, of any kind or nature, other than those specifically assumed by Purchaser hereunder. Seller shall pay, perform and discharge all of its valid liabilities and obligations which are not so assumed by Purchaser and shall specifically indemnify and hold harmless Purchaser from and against same. Such indemnification (THE "INDEMNIFICATION PAYMENT") shall be due within ten (10) days of Seller's receipt of written notice from Purchaser. The Indemnifcation Payment shall be paid first in the form of the Escrowed Shares pursuant to paragraph 2.3(d)(ii). The number of Escrowed Shares to be reimbursed shall be calculated using the average of the prevailing "bid" and "asked" price per share as of the close of the stock market on the day before the date of the Indemnification Payment. If the Escrowed Shares are insufficient to fully pay the Indemnification Payment, Seller shall pay Purchaser a sufficient number of shares out of the Restricted Stock it receives at the Closing in order to complete the Indemnification Payment.
