No Other Assumed Liabilities. Except as set forth in Section 2.3(a) above or as otherwise expressly provided herein, the Purchaser shall not assume or become liable for (and hereby expressly disclaims any undertaking in respect of) the payment or performance of any Liabilities of any of the Sellers (or any predecessor of any Seller), whether in connection with the Business or the Assets or otherwise, of whatever nature, whether known or unknown, contingent or otherwise, and whether presently in existence or arising hereafter (collectively, the "Excluded Liabilities"), including but not limited to the following, to the extent not assumed under Section 2.3(a): (i) indebtedness for money borrowed, (ii) income taxes, sales taxes, payroll taxes, withholding taxes, franchise taxes, and other taxes, (iii) claims, litigation, liabilities or obligations arising out of or relating to the operations of the Sellers prior to the Effective Time, or otherwise in connection with any actual or threatened or future action with respect to any events, actions, occurrences, omissions, circumstances or conditions relating to the Sellers occurring or existing on or prior to the Effective Time (and whether asserted prior to, on or after the Effective Time), other than actions based on the Purchaser's failure to pay or perform any of the Assumed Liabilities, (iv) liabilities or obligations of any kind in respect of any past or present stockholders, directors, officers, employees, Affiliates or consultants of any Seller, whether under any contract or agreement, pursuant to any pension plan or employee benefit or welfare plan, or otherwise, (v) liabilities or obligations relating to recapture of any depreciation deduction or investment tax credit of any Seller, and (vi) the line item "Deferred Gain - Building and Land."
No Other Assumed Liabilities. Except for the Assumed Obligations or as set forth on Schedule 4.5, there is no Liability of the Seller or any of its Affiliates which will become a Liability of the Purchaser following the Closing, except:
(a) those set forth or reflected in the Balance Sheet which have not been paid or discharged since the date thereof;
(b) those arising under agreements or other commitments to be expressly assumed by the Purchaser at the Closing; and
(c) those arising in the ordinary course of business consistent with past practices since September 30, 2003.
No Other Assumed Liabilities. 36 4.6 No Adverse Effects or Changes...................................................... 37 4.7 Title to Assets; Affiliate Ownership of Assets..................................... 37 4.8 Access Business Assets............................................................. 37
No Other Assumed Liabilities. The Company will not assume any liabilities or obligations related to the Xxxxxxx Growing Interest in connection with the M-G Purchase, other than obligations under the MGI Contracts, the insurance policies set forth on Schedule 5.11, and the contracts listed on Schedule 5.4, and then only to the extent such obligations are not required to be performed on or prior to the Closing Date, but rather will accrue and relate to operations subsequent to the Closing Date.
No Other Assumed Liabilities. Except as expressly set out in this Agreement, the Crown will not assume any obligations or liabilities of any member of the Toll Rail Group.
No Other Assumed Liabilities. Except as expressly set forth in SECTION 1.3(A) above, Purchasers shall not assume or become liable for (and hereby expressly disclaims any undertaking in respect of) the payment or performance of any Liabilities of Sellers, its Affiliates or any predecessor of Sellers, whether in connection with the Business or the Assets or otherwise, of whatever nature, whether known or unknown, contingent or otherwise, and whether currently in existence or arising hereafter, including, without limitation, notes payable to employees or shareholders, any amounts that may be payable pursuant to the B.C. Employment Standards Act, Human Rights Code, Workers' Compensation Act for claims arising prior to the Closing Date, and liabilities for Taxes, and liabilities under any Contracts that are not Assumed Contracts, including the June 16 Agreement (collectively, the "Excluded Liabilities"). Sellers remain solely liable for and will timely pay and perform all such Excluded Liabilities.
No Other Assumed Liabilities. Except for the Assumed ---------------------------- Liabilities, Buyer shall not assume, and Seller shall be and remain liable for, any and all obligations, liabilities, and indebtedness of Seller, whether due or to become due, absolute or contingent, direct or indirect, or asserted or unasserted, and whether relating to the Subject Businesses or otherwise, regardless of whether any such liability is disclosed herein or in any Schedule attached hereto (collectively, the "Excluded Liabilities").
No Other Assumed Liabilities. All liabilities or alleged liabilities of the Seller of any nature whatsoever, whether accrued or unaccrued, known or unknown, fixed or contingent which are not Assumed Liabilities are "Excluded Liabilities." The Buyer shall not assume or become liable for the payment or performance of any Excluded Liability. The Seller shall be and shall remain responsible for all Excluded Liabilities, all Taxes and Income Taxes incurred by the Seller in connection with this Agreement and the transactions contemplated hereby, and all sales, use and transfer taxes, if any, imposed by law in connection with the sale of the Purchased Assets.
No Other Assumed Liabilities. Except as set forth in Section 2.4, neither Zeta nor Parent shall assume or become obligated in any way to pay any Liabilities of Seller or of Assignor or of any Subsidiary (or any of its or their Affiliates) whatsoever, including but not limited to any Liabilities now or hereafter arising from Assignor’s or any Subsidiary’s or Seller’s business activities that took place prior to Closing or any Liabilities arising out of or connected to the liquidation and winding down of Assignor’s or any Subsidiary’s business.
No Other Assumed Liabilities. Except as expressly set forth in SECTION 2.3.1 above, Buyer shall not assume or become liable for the payment or performance of any liabilities or alleged liabilities of Seller of any nature whatsoever, whether accrued or unaccrued, known or unknown, fixed or contingent, and any and all such liabilities shall be deemed to be excluded liabilities (the "EXCLUDED LIABILITIES"). Seller shall be responsible for all Taxes and Income Taxes arising from the operation of the Business prior to the Closing and all Taxes and Income Taxes incurred by Seller in connection with this Agreement, the sale of the Purchased Assets and the transactions contemplated hereby. Sales and use taxes, if any, imposed by law in connection with the sale of the Purchased Assets shall be borne and paid by Seller. Buyer and Seller shall each pay one-half of all transfer taxes imposed by law in connection with the sale of the Purchased Assets and the transactions contemplated hereby.
