Common use of No Liabilities Assumed Clause in Contracts

No Liabilities Assumed. As of the Closing, Buyer agrees to ---------------------- assume the future payment and performance of all obligations and liabilities first accruing during, arising out of, or relating to the period after the Closing under the Assumed Contracts, the Leases, and the Assets (other than the Excluded Assets), including trade payables, purchase orders, and real estate and employment taxes accrued or incurred after the Closing (collectively, the "Assumed Liabilities"). Except as described in the preceding sentence, or unless otherwise specifically provided in this Agreement, Buyer shall not assume, or in any way be liable or responsible for, any claims, liabilities, obligations, or debts of Seller, including without limitation any liabilities of Seller relating to: (a) taxes payable with respect to Seller's Dental Business during the Pre- Closing Tax Period (as defined below), including without limitation income taxes, real estate taxes, or employment taxes; (b) any pension, profit sharing, or employee benefit plans covering any of the employees of Seller for any period prior to the Closing; (c) express or implied warranties; (d) any acts or omissions of Seller or its employees prior to the Closing (including without limitation those related directly or indirectly to any malpractice claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller or any other tort claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller); (e) claims for breach of contract; (f) accrued but unpaid compensation, severance, or bonus obligations of Seller; and (g) other claims of any kind whatsoever, or any other liabilities of Seller, direct or contingent. For purposes of this Agreement, "Pre-Closing Tax Period" shall mean the taxable period or portion of the taxable period that ends on the Closing Date, and items of income, gain, loss, deduction, and credit for any period attributable to the period of time before the Closing Date shall be allocated to a deemed Pre-Closing Tax Period that ends on the Closing Date (the "Deemed Pre-Closing Tax Period") using an interim closing-of-the-books method, assuming that the Deemed Pre-Closing Tax Period ended as of the close of business on the Closing Date, unless another allocation method is mutually agreed upon by Buyer and Seller. Within 90 days after the Closing Date, Seller and Buyer shall prorate as of the Closing Date any amounts which become due and payable after the Closing Date with respect to the Assumed Contracts and the Assets but which relate both to periods prior to and after the Closing, including property taxes on the Assets and utilities servicing any of the Assets.

No Liabilities Assumed. As of the Closing, Buyer agrees to ---------------------- assume the future payment and performance of all obligations and liabilities first accruing during, arising out of, or relating Except as otherwise expressly provided in Section 2.4 hereof with respect to the period after Assumed Liabilities, regardless of any disclosures made in any Transaction Documents or otherwise to the Closing under the Assumed ContractsPurchaser, the LeasesPurchaser and Autobytel do not agree to, and the Assets (other than the Excluded Assets)shall not, including trade payables, purchase orders, and real estate and employment taxes accrued or incurred after the Closing (collectively, the "Assumed Liabilities"). Except as described in the preceding sentence, or unless otherwise specifically provided in this Agreement, Buyer shall not assume, assume or in any way be liable or responsible forfor any Liabilities of Sellers, Shareholders or any claims, liabilities, obligationsPredecessors or Affiliates of Sellers or Shareholders, or debts of Seller, including without limitation any liabilities of Seller relating to: (a) taxes payable with respect to Seller's Dental the Business during or any Business Employees, whether or not related to the Pre- Closing Tax Period Purchased Assets, including: (as defined below)i) any Liabilities with respect to Taxes, whether now or hereafter existing; (ii) any Liabilities to current or former employees, including without limitation income taxesLiabilities under any Contracts with any such current or former employees, real estate taxesand Liabilities for compensation or severance payable to any such current or former employees; (iii) any trade accounts payable and other Liabilities arising out of or relating to the Purchased Assets or the conduct of the Business before the Closing, other than the accounts payable that are included in the Working Capital Schedule; (iv) any Liabilities with respect to any Actions or threatened Actions arising out of or based on events, occurrences, facts, acts, omissions or circumstances existing or occurring, or employment taxesrelating to periods, before the Closing or the conduct of the Business before the Closing, even if such Action or threatened Action is disclosed as an exception in the Disclosure Schedule; (bv) any pensionLiabilities arising out of the operations and business of any Seller or its Predecessors or Affiliates before or after the Closing, profit sharingother than Liabilities that are included in the Working Capital Schedule; (vi) any Liabilities arising from or in connection with or relating to any Excluded Assets; (vii) any Liabilities with respect to any Indebtedness, other than Liabilities that are included in the Working Capital Schedule; (viii) any Environmental Liabilities; (ix) any Liabilities resulting from any Seller entering into and performing its obligations in connection with, or employee benefit plans covering consummating, the Transactions; (x) any Liabilities arising out of or in connection with any Employee Benefit Plans, including any failure to comply with applicable Laws with respect thereto or the employees governing documents thereof; (xi) any Liabilities arising out of Seller for or relating to any period prior failure to obtain a Consent under a Nonassignable Contract before the Closing; (c) express or implied warranties; (dxii) any acts Liabilities for defective goods or omissions of Seller services sold on or its employees prior to the Closing (including without limitation those related directly or indirectly to any malpractice claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller or any other tort claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller); (e) claims for breach of contract; (f) accrued but unpaid compensation, severance, or bonus obligations of Seller; and (g) other claims of any kind whatsoever, or any other liabilities of Seller, direct or contingent. For purposes of this Agreement, "Pre-Closing Tax Period" shall mean the taxable period or portion of the taxable period that ends on the Closing Date, and items of income, gain, loss, deduction, and credit for any period attributable to the period of time before the Closing Date shall be allocated or for damage or injury to a deemed Pre-Closing Tax Period person or property which arise out of or relate to occurrences, events, facts or circumstances that ends existed or occurred on the Closing Date (the "Deemed Pre-Closing Tax Period") using an interim closing-of-the-books method, assuming that the Deemed Pre-Closing Tax Period ended as of the close of business on or before the Closing Date; (xiii) any Liabilities to any current or former holders of any securities of any Seller or any Affiliates of any Seller (including any holders of any preferred stock of any Seller, unless another allocation method is mutually agreed upon by Buyer and any holders of options or warrants to acquire securities of any Seller. Within 90 days after the Closing Date), Seller and Buyer shall prorate as including Liabilities to pay dividends, whether or not arising out of the Closing Date any amounts which become due and payable after the Closing Date with respect or relating to the Assumed Contracts Transactions; and (xiv) any Liabilities for severance or other obligations to Business Employees (collectively, the Assets but which relate both to periods prior to “Excluded Liabilities”). Sellers shall pay, perform, and after the Closingdischarge or otherwise satisfy when due each and every Excluded Liability, including property taxes on the Assets and utilities servicing any of the Assetsshall be solely liable and responsible therefor.

No Liabilities Assumed. As Notwithstanding anything contained herein, Secured Creditors and Newco shall not assume or become responsible for, and Debtor shall retain and remain solely liable for and obligated to discharge and indemnify and hold Secured Creditors and Newco harmless for, any and all liabilities, indebtedness, guarantees or obligations of any kind, character or description (whether known or unknown, whether absolute or contingent, whether disputed or undisputed, whether liquidated or unliquidated, whether accrued or unaccrued, whether secured or unsecured, whether joint or several, whether due or to become due, whether vested or unvested, and whether claims with respect thereto are asserted before or after the Closing, Buyer agrees to ---------------------- assume the future payment and performance ) of all obligations and liabilities first accruing during, arising out of, or relating to the period after the Closing under the Assumed Contracts, the Leases, and the Assets (other than the Excluded Assets), including trade payables, purchase orders, and real estate and employment taxes accrued or incurred after the Closing Debtor (collectively, the "Assumed Debtor Liabilities"). Except as described in the preceding sentence, or unless otherwise specifically provided in this Agreement, Buyer shall not assume, or in any way be liable or responsible for, any claims, liabilities, obligations, or debts of Seller, including without limitation any liabilities of Seller relating to: (a) taxes payable with respect to Seller's Dental Business during the Pre- Closing Tax Period (as defined below), including without limitation income taxes, real estate taxes, the following: (a) all liabilities related to or employment taxes; arising in connection with the activities of Debtor or its business or otherwise; (b) any pension, profit sharing, or employee benefit plans covering any all liabilities and obligations of the employees Debtor under this Agreement and instruments of Seller for any period prior to the Closing; conveyance contemplated by this Agreement; (c) express all federal, state and local taxes, and any charges, penalties, interest, fees, imposts, duties or implied warranties; other assessments with respect thereto ("Tax" or collectively "Taxes") arising out of the operation of Debtor's business or relating to the Collateral, including income, gross receipts, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, environmental, customs, duties, tariffs, ad valorem, value added or other fees or taxes, and also including all liabilities and obligations for Taxes arising in connection with the completion of the transfers contemplated by this Agreement; (d) all liabilities and obligations under any acts agreement, contract, lease or omissions of Seller or its employees prior license to the Closing (including without limitation those related directly or indirectly to which any malpractice claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller or any other tort claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller); Debtor is a party; (e) claims for all liabilities ascribed to Secured Creditors or Newco by operation of successor liability provisions of applicable laws; (f) all liabilities and obligations pursuant to any law, rule or regulation, any judgment, decree or order of any governmental entity, or any permit; (g) all liabilities arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter, whether based on negligence, gross negligence, intentional misconduct, fraud, breach of warranty, breach of contract; , strict liability, enterprise liability or otherwise, (fwhether now pending or hereafter initiated); (h) accrued but unpaid compensation, severance, all liabilities to or bonus obligations of Seller; and (g) other claims in respect of any kind whatsoeverformer or existing security holder, officer, director, employee, consultant, contractor, customer, supplier, joint venturer, partner or agent, whether under any other liabilities of Sellerplan, direct policy, agreement (written, oral, express or contingent. For purposes of this Agreementimplied), "Pre-Closing Tax Period" shall mean the taxable period arrangement, instrument, law, rule, regulation, order, charter provision or portion of the taxable period that ends on the Closing Date, and items of income, gain, loss, deduction, and credit for any period attributable to the period of time before the Closing Date shall be allocated to a deemed Pre-Closing Tax Period that ends on the Closing Date (the "Deemed Pre-Closing Tax Period") using an interim closing-of-the-books method, assuming that the Deemed Pre-Closing Tax Period ended as of the close of business on the Closing Date, unless another allocation method is mutually agreed upon by Buyer and Seller. Within 90 days after the Closing Date, Seller and Buyer shall prorate as of the Closing Date any amounts which become due and payable after the Closing Date with respect to the Assumed Contracts and the Assets but which relate both to periods prior to and after the Closingotherwise, including property taxes on the Assets but not limited to any salaries, accrued vacation time, personal time and utilities servicing sick leave payable, bonuses and employee severance obligations; and (i) any of the Assetsliability under any environmental law.

No Liabilities Assumed. As Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement, Purchaser will not assume any obligation of Seller whatsoever. In furtherance and not in limitation of the Closingforegoing, Buyer agrees Purchaser shall not assume and shall not be deemed to ---------------------- assume have assumed, any debt, Claim, obligation or other liability of Seller whatsoever (the future payment and performance of all obligations “Excluded Liabilities”), including, but not limited to (i) any environmental costs and liabilities first accruing duringarising from environmental, arising out ofhealth, or relating safety conditions, or the release of a contaminant into the environment, for any act, omission, condition, event or circumstance to the period after extent occurring or existing prior to the Closing under respective closing date for the Assumed Contractsassets involved, including without limitation all environmental costs and liabilities relating in any manner to Seller’s direct or indirect handling, transportation or disposal of any contaminants, (ii) any of Seller’s liabilities in respect of any taxes, (III) any taxes or any fees arising in connection with the Leasesconsummation of the transactions contemplated hereby, including any tax or liability of any stockholder of Seller or its affiliates and any of Seller’s fees and expenses incurred in connection with the transfer of the Purchased Assets (other than the Excluded Assets), including trade payables, purchase orders, and real estate and employment taxes accrued or incurred after the Closing (collectively, the "Assumed Liabilities"). Except as described in the preceding sentence, or unless otherwise specifically expressly provided in this Agreement), Buyer shall not assume(iv) any brokers’ or finders’ fees, or in any way be liable or responsible for, any claims, liabilities, obligations, or debts of Seller, including without limitation any liabilities of Seller relating to: (a) taxes payable with respect to Seller's Dental Business during the Pre- Closing Tax Period (as defined below), including without limitation income taxes, real estate taxes, or employment taxes; (b) any pension, profit sharing, or employee benefit plans covering any of the employees other liability of Seller for any period prior to costs and expenses (including legal fees and expenses) incurred in connection with this Agreement or the Closing; consummation of the transactions contemplated hereby, (c) express or implied warranties; (dv) any acts liability or omissions obligation of Seller or its employees prior to the Closing (including without limitation those related directly or indirectly to any malpractice claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller or any other tort claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller); (e) claims for breach of contract; (f) accrued but unpaid compensation, severance, or bonus obligations of Seller; and (g) other claims of any kind whatsoever, or any other liabilities of Seller, direct or contingent. For purposes of under this Agreement, "Pre-Closing Tax Period" shall mean the taxable period or portion (vi) any indebtedness of the taxable period that ends on the Closing DateSeller, (vii) any obligation or liability arising as a result of or whose existence is a breach of Seller’s representations, warranties, agreements or covenants, and items of income, gain, loss, deduction, and credit for (vii) any period attributable to the period of time before the Closing Date shall be allocated to a deemed Pre-Closing Tax Period that ends on the Closing Date (the "Deemed Pre-Closing Tax Period") using an interim closing-of-the-books method, assuming that the Deemed Pre-Closing Tax Period ended as of the close of business on the Closing Date, unless another allocation method is mutually agreed upon by Buyer and Seller. Within 90 days after the Closing Date, Seller and Buyer shall prorate as of the Closing Date any amounts which become due and payable after the Closing Date with respect to the Assumed Contracts and the Assets but which relate both to periods prior to and after the Closing, including property taxes on the Assets and utilities servicing any of the Excluded Assets.

No Liabilities Assumed. As Notwithstanding anything contained herein, the Secured Creditors and GoGreen shall not assume or become responsible for, and Debtors shall retain and remain solely liable for and obligated to discharge and indemnify and hold the Secured Creditors and GoGreen harmless for, any and all liabilities, indebtedness, guarantees or obligations of any kind, character or description (whether known or unknown, whether absolute or contingent, whether disputed or undisputed, whether liquidated or unliquidated, whether accrued or unaccrued, whether secured or unsecured, whether joint or several, whether due or to become due, whether vested or unvested, and whether claims with respect thereto are asserted before or after the Closing, Buyer agrees to ---------------------- assume the future payment and performance ) of all obligations and liabilities first accruing during, arising out of, or relating to the period after the Closing under the Assumed Contracts, the Leases, and the Assets (other than the Excluded Assets), including trade payables, purchase orders, and real estate and employment taxes accrued or incurred after the Closing Debtors (collectively, the "Assumed Debtors Liabilities"). Except as described in the preceding sentence, or unless otherwise specifically provided in this Agreement, Buyer shall not assume, or in any way be liable or responsible for, any claims, liabilities, obligations, or debts of Seller, including without limitation any liabilities of Seller relating to: (a) taxes payable with respect to Seller's Dental Business during the Pre- Closing Tax Period (as defined below), including without limitation income taxes, real estate taxes, the following: (a) all liabilities related to or employment taxes; arising in connection with the activities of Debtors or their business or otherwise; (b) any pension, profit sharing, or employee benefit plans covering any all liabilities and obligations of the employees Debtors under this Agreement and instruments of Seller for any period prior to the Closing; conveyance contemplated by this Agreement; (c) express all federal, state and local taxes, and any charges, penalties, interest, fees, imposts, duties or implied warranties; other assessments with respect thereto ("Tax" or collectively "Taxes") arising out of the operation of Debtors' business or relating to the Collateral, including income, gross receipts, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, environmental, customs, duties, tariffs, ad valorem, value added or other fees or taxes, and also including all liabilities and obligations for Taxes arising in connection with the completion of the transfers contemplated by this Agreement; (d) all liabilities and obligations under any acts agreement, contract, lease or omissions of Seller or its employees prior license to the Closing (including without limitation those related directly or indirectly to which any malpractice claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller or any other tort claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller); Debtor is a party; (e) claims for all liabilities ascribed to the Secured Creditors or GoGreen by operation of successor liability provisions of applicable laws; (f) all liabilities and obligations pursuant to any law, rule or regulation, any judgment, decree or order of any governmental entity, or any permit; (g) all liabilities arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter, whether based on negligence, gross negligence, intentional misconduct, fraud, breach of warranty, breach of contract; , strict liability, enterprise liability or otherwise, (fwhether now pending or hereafter initiated); (h) accrued but unpaid compensation, severance, all liabilities to or bonus obligations of Seller; and (g) other claims in respect of any kind whatsoeverformer or existing security holder, officer, director, employee, consultant, contractor, customer, supplier, joint venturer, partner or agent, whether under any other liabilities of Sellerplan, direct policy, agreement (written, oral, express or contingent. For purposes of this Agreementimplied), "Pre-Closing Tax Period" shall mean the taxable period arrangement, instrument, law, rule, regulation, order, charter provision or portion of the taxable period that ends on the Closing Date, and items of income, gain, loss, deduction, and credit for any period attributable to the period of time before the Closing Date shall be allocated to a deemed Pre-Closing Tax Period that ends on the Closing Date (the "Deemed Pre-Closing Tax Period") using an interim closing-of-the-books method, assuming that the Deemed Pre-Closing Tax Period ended as of the close of business on the Closing Date, unless another allocation method is mutually agreed upon by Buyer and Seller. Within 90 days after the Closing Date, Seller and Buyer shall prorate as of the Closing Date any amounts which become due and payable after the Closing Date with respect to the Assumed Contracts and the Assets but which relate both to periods prior to and after the Closingotherwise, including property taxes on the Assets but not limited to any salaries, accrued vacation time, personal time and utilities servicing sick leave payable, bonuses and employee severance obligations; and (i) any of the Assetsliability under any environmental law.

No Liabilities Assumed. As Notwithstanding anything contained herein, the Secured Creditor shall not assume or become responsible for, and Debtors shall retain and remain solely liable for and obligated to discharge and indemnify and hold the Secured Creditor harmless for, any and all liabilities, indebtedness, guarantees or obligations of any kind, character or description (whether known or unknown, whether absolute or contingent, whether disputed or undisputed, whether liquidated or unliquidated, whether accrued or unaccrued, whether secured or unsecured, whether joint or several, whether due or to become due, whether vested or unvested, and whether claims with respect thereto are asserted before or after the Closing, Buyer agrees to ---------------------- assume the future payment and performance ) of all obligations and liabilities first accruing during, arising out of, or relating to the period after the Closing under the Assumed Contracts, the Leases, and the Assets (other than the Excluded Assets), including trade payables, purchase orders, and real estate and employment taxes accrued or incurred after the Closing Debtors (collectively, the "Assumed “Debtors Liabilities"). Except as described in the preceding sentence, or unless otherwise specifically provided in this Agreement, Buyer shall not assume, or in any way be liable or responsible for, any claims, liabilities, obligations, or debts of Seller, including without limitation any liabilities of Seller relating to: (a) taxes payable with respect to Seller's Dental Business during the Pre- Closing Tax Period (as defined below”), including without limitation income taxes, real estate taxes, the following: (a) all liabilities related to or employment taxes; arising in connection with the activities of Debtors or their business or otherwise; (b) any pension, profit sharing, or employee benefit plans covering any all liabilities and obligations of the employees Debtors under this Agreement and instruments of Seller for any period prior to the Closing; conveyance contemplated by this Agreement; (c) express all federal, state and local taxes, and any charges, penalties, interest, fees, imposts, duties or implied warranties; other assessments with respect thereto (“Tax” or collectively “Taxes”) arising out of the operation of Debtors’ business or relating to the Collateral, including income, gross receipts, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, environmental, customs, duties, tariffs, ad valorem, value added or other fees or taxes, and also including all liabilities and obligations for Taxes arising in connection with the completion of the transfers contemplated by this Agreement; (d) all liabilities and obligations under any acts agreement, contract, lease or omissions of Seller or its employees prior license to the Closing (including without limitation those related directly or indirectly to which any malpractice claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller or any other tort claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller); Debtor is a party; (e) claims for all liabilities ascribed to the Secured Creditor by operation of successor liability provisions of applicable laws; (f) all liabilities and obligations pursuant to any law, rule or regulation, any judgment, decree or order of any governmental entity, or any permit; (g) all liabilities arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter, whether based on negligence, gross negligence, intentional misconduct, fraud, breach of warranty, breach of contract; , strict liability, enterprise liability or otherwise, (fwhether now pending or hereafter initiated); (h) accrued but unpaid compensation, severance, all liabilities to or bonus obligations of Seller; and (g) other claims in respect of any kind whatsoeverformer or existing security holder, officer, director, employee, consultant, contractor, customer, supplier, joint venturer, partner or agent, whether under any other liabilities of Sellerplan, direct policy, agreement (written, oral, express or contingent. For purposes of this Agreementimplied), "Pre-Closing Tax Period" shall mean the taxable period arrangement, instrument, law, rule, regulation, order, charter provision or portion of the taxable period that ends on the Closing Date, and items of income, gain, loss, deduction, and credit for any period attributable to the period of time before the Closing Date shall be allocated to a deemed Pre-Closing Tax Period that ends on the Closing Date (the "Deemed Pre-Closing Tax Period") using an interim closing-of-the-books method, assuming that the Deemed Pre-Closing Tax Period ended as of the close of business on the Closing Date, unless another allocation method is mutually agreed upon by Buyer and Seller. Within 90 days after the Closing Date, Seller and Buyer shall prorate as of the Closing Date any amounts which become due and payable after the Closing Date with respect to the Assumed Contracts and the Assets but which relate both to periods prior to and after the Closingotherwise, including property taxes on the Assets but not limited to any salaries, accrued vacation time, personal time and utilities servicing sick leave payable, bonuses and employee severance obligations; and (i) any of the Assetsliability under any environmental law.