No Assumed Liabilities. (a) Subject to Section 1.3(b), the Purchaser shall not assume any Liabilities of the Seller Corporation whatsoever, whether relating to the Specified Assets, the Business or otherwise, except the Permitted Liabilities as set forth on Exhibit 1.3(a) and as set forth below.
(b) Notwithstanding Section 1.3(a), pursuant to the Assignment and Assumption Agreement, at and following the Closing the Purchaser will become obligated to perform the obligations of the Seller under any Assumed Contracts, but only to the extent such obligations: (i) arise after the Closing Date; (ii) do not arise from or relate to any Breach by the Seller of any provision of any of the Assumed Contracts; (iii) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a Breach of any of the Assumed Contracts; and (iv) are ascertainable (in nature and amount) solely by reference to the express terms of the Assumed Contracts (the Designated Contractual Obligations); provided, however, that notwithstanding the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the "Designated Contractual Obligations" shall not include, and the Purchaser shall not be required to assume or to perform or discharge:
(i) any Liability of any Person under the Assumed Contracts, except for the Seller Corporation;
(ii) any Liability of the Seller Corporation arising from or relating to any action taken by the Seller Corporation, or any failure on the part of the Seller Corporation to take any action, at any time prior to the Closing Date;
(iii) any Liability of the Seller Corporation for the payment of any Tax;
(iv) any Liability of the Seller Corporation to any Related Party;
(v) any Liability under any Assumed Contract, if the Seller shall not have obtained, prior to the Closing Date, any Consent required to be obtained from any Person with respect to the assignment or delegation to the Purchaser of any rights or obligations under such Assumed Contract;
(vi) any Liability that is inconsistent with or constitutes an inaccuracy in, or that arises or exists by virtue of any Breach of, (x) any representation or warranty made by the Seller Corporation in any of the Transactional Agreements, or (y) any covenant or obligation of the Seller Corporation’s contained in any of the Transactional Agreements; or
(vii) any other Liability of the Seller Corporation no...
No Assumed Liabilities. Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.
No Assumed Liabilities. The Purchaser is not assuming and shall have no obligation or responsibility for any liability or obligation of Seller, whether absolute, accrued, contingent or otherwise in connection with the purchase and sale of the Assets.
No Assumed Liabilities. On the Closing Date, Seller shall deliver to Buyer the Acquired Assets, free and clear of any and all liens and encumbrances. Buyer shall assume no obligations of Seller relative to the Acquired Assets or otherwise, except for any and all obligations under or attendant to the Lease attached to Schedule 1.2(e).
No Assumed Liabilities. Other than the Assumed Contracts, Company will not assume or agree to pay, perform, or discharge, and Contributing Party will remain liable for, any cost, debt, obligation, tax, or liability, whether known or unknown, contingent or otherwise, of Contributing Party of any kind or nature whatsoever.
No Assumed Liabilities. Seller shall retain and shall be responsible for paying, performing and discharging when due, and Purchaser and its Affiliates shall not assume or have any responsibility for, any and all Liabilities of Seller and its Affiliates, whether arising prior to, on or after the Closing Date. Notwithstanding anything herein to the contrary, Liabilities of Seller shall exclude any Liabilities given rise to by the acts or omissions of the Purchaser Indemnified Parties, whether arising prior to, on or after the Closing Date.
No Assumed Liabilities. (i) Seller acknowledges and agrees that Buyer does not hereunder assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement, or of any instrument, paper or document delivered by it pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller (whether absolute, accrued, or contingent, whether filed or asserted prior to or after the Closing Date and whether arising out of or in any way connected with the Assets or the business of Seller or otherwise) all of which Seller agrees to pay, satisfy, discharge and perform at or prior to Closing (except as may otherwise be agreed upon by the Parties in writing). Without limitation of the foregoing, the following liabilities shall not be assumed by Buyer:
(A) any obligation or liability of Seller to perform this Agreement or relating to the breach of any representation or warranty made by Seller hereunder;
(B) any obligation or liability of Seller for accounts payable of Seller, expenses, taxes, commissions, fees and charges incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby;
(C) any obligation or liability of Seller that was incurred by Seller on or before the Closing Date which, with respect to any Federal, state or local income, employment, franchise or similar taxes relating to Seller's business as conducted prior to the Closing Date or Seller's liabilities for payment of pension, hospitalization, major medical, disability and life insurance benefits to its employees;
(D) any liability of Seller to its stockholders or to its creditors, including with respect to trade creditors, equipment leases, property leases or other accounts payable;
(E) any liability of Seller with respect to its capital stock or other securities of Seller or any warrants, options or rights to purchase its capital stock or securities;
(F) any liability claimed as a result of any product manufactured, sold or distributed by Seller, or any liability for death, personal injuries (including libel), property damages or consequential damages relating to any act or omission alleged to have been taken by Seller prior to the Closing Date;
(G) any liability for product recalls required by governmental order, and warranty claims based solely upo...
No Assumed Liabilities. Except as set forth in this Agreement or in any document executed by the Purchaser at the Closing, Purchaser shall NOT assume any liabilities or obligations of Seller whatsoever, fixed or contingent, and prior to, on and after the Closing Date, Seller shall retain and discharge in the ordinary course all liabilities and obligations of Seller. Except for the Facility Lease, Purchaser shall not assume any contracts, equipment leases or leases, and Seller shall remain fully liable for all obligations thereon. There shall be no adjustment between Purchaser and Seller of taxes, assessments, water charges, utilities, receivables or rents, if any, premiums on existing insurance policies, if any, or any other items relating to the Assets, it being understood by the parties that Lessee, as Lessee under the Facility Lease, shall be obligated to pay the same under the terms thereof (such Facility Lease being an absolute net lease in which Lessee is responsible for all costs thereunder).
No Assumed Liabilities. ACQUISITION SHALL NOT ASSUME, AND SELLER SHALL REMAIN LIABLE AND RESPONSIBLE FOR, AND HOLD ACQUISITION HARMLESS AGAINST, ANY AND ALL LIABILITIES AND OBLIGATIONS OF SELLER (THE “ EXCLUDED LIABILITIES”), INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
(i) any liability or obligation of Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, including any Tax liability as well as legal, accounting and other fees and expenses of Seller;
(ii) any liability or obligation under contracts and other agreements to which Seller is a party or by or to which it or its assets, properties or rights are bound arising prior to the Closing Date;
(iii) any liability or obligation of Seller for any foreign, federal, state, county or local taxes, or any interest or penalties thereon, accrued for, applicable to or arising from any period ending on or prior to the Closing Date; and
(iv) any liability or obligation of Seller arising out of or in connection with the acts or omissions of customers of the Business that occur prior to the Closing Date; provided, however, that Acquisition shall assume the liabilities and obligations under the Lease that accrue on or after the Closing Date. The specific liabilities to be assumed by Acquisition pursuant to this Agreement are hereinafter sometimes collectively referred to as the “ Assumed Liabilities”.
No Assumed Liabilities. At Closing, Purchaser shall NOT assume any liabilities or obligations of Seller whatsoever, fixed or contingent, and prior to, on and after the Closing Date, Seller shall retain and discharge in the ordinary course all liabilities and obligations of Seller. Purchaser shall not assume any contracts, equipment leases or leases, and Seller shall remain fully liable for all obligations thereon. There shall be no adjustment between Purchaser and Seller of taxes, assessments, water charges, utilities, receivables or rents, if any, premiums on existing insurance policies, if any, or any other items relating to the Assets, it being understood by the parties that Tenant, as Tenant under the Facility Lease, shall be obligated to pay the same under the terms thereof from and after the Closing Date.
