Common use of No General Assumption; Excluded Liabilities Clause in Contracts

No General Assumption; Excluded Liabilities. The Buyer will not assume, be bound by or agree to pay, perform or discharge any liabilities or obligations, fixed or contingent of Seller of any kind or nature whatsoever, except for those which are expressly assumed pursuant to the provisions of Section 4 above, including without limitation, (i) legal, accounting, brokerage, finder’s fees, taxes or other expenses incurred by the Sellers in connection with this Agreement or the consummation of the transactions contemplated hereby; (ii) liabilities or obligations incurred by Seller after the Closing; (iii) any obligation or liability relating to any litigation or any claim arising out of any dispute against any Seller; (iv) any liability for any federal, state, local, foreign or other taxes, duties, or similar charges imposed by any taxing or governmental authority on or payable by Seller or relating to operations, products or assets of Seller; (v) any liability or obligation to employees, government agencies or other third parties in connection with any employee benefit plan of Seller; (vi) any liability or obligation of Seller that is not an Assumed Liability; and (vii) any liability or obligation to employees of any Seller, including any liability or obligation with respect to wages for periods prior to the Closing Date.

No General Assumption; Excluded Liabilities. The Buyer will not assume, be bound by or agree to pay, perform or discharge any liabilities or obligations, fixed or contingent of Seller of any kind or nature whatsoever, except for those which are expressly assumed pursuant to the provisions of Section 4 above, including without limitation, (i) legal, accounting, brokerage, finder’s fees, taxes or other expenses incurred by the Sellers in connection with this Agreement or the consummation of the transactions contemplated hereby; (ii) liabilities or obligations incurred by Seller after the Closing; (iii) any obligation or liability relating to any litigation or any claim arising out of any dispute against any Seller; (iv) any liability for any federal, state, local, foreign or other taxes, duties, or similar charges imposed by any taxing or governmental authority on or payable by Seller or relating to operations, products or assets of Seller; (v) any liability or obligation to employees, government agencies or other third parties in connection with any employee benefit plan of Seller; (vi) any liability or obligation of Seller that is not an Assumed Liability; and (vii) any liability or obligation to employees of any Seller, including any liability or obligation with respect to wages for periods prior to the Closing Date. 6.

No General Assumption; Excluded Liabilities. The Buyer will not assume, be bound by or agree to pay, perform or discharge any liabilities or obligations, fixed or contingent of Seller HMCA, Dynamic or any of their respective subsidiaries or affiliates of any kind or nature whatsoever, except for those which are expressly assumed pursuant to the provisions of Section 4 above, including without limitation, (i) legal, accounting, brokerage, finder’s 's fees, taxes or other expenses incurred by the Sellers in connection with this Agreement or the consummation of the transactions contemplated hereby; (ii) any intercompany debt or other liability or obligation of any nature between Sellers and any past or present affiliate of any Seller; (iii) liabilities or obligations incurred by any Seller after the Closing; (iiiiv) any obligation or liability relating to any litigation or any claim arising out of any dispute against any Seller; (ivv) any liability for any federal, state, local, foreign or other taxes, duties, or similar charges imposed by any taxing or governmental authority on or payable by any Seller or relating to operations, products or assets of any Seller, or as a consequence of the transactions contemplated hereby; (vvi) any liability or obligation to employees, government agencies or other third parties in connection with any employee benefit plan of any Seller; (vivii) any liability or obligation of Seller that is not an Assumed Liability; and (viiviii) any liability or obligation to employees of any Seller, including any liability or obligation with respect to wages for periods prior or unused vacation time; (x) any accounts payable, notes payable and bank debts of any Seller; and (xi) any liability related to any business of Seller other than the Closing DatePhysical Therapy Management Business.