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."
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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 Seller (or any predecessor of any the 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, notes payable or long-term debt, or the current portion thereof (ii) income taxes, sales taxes, use taxes, payroll taxes, withholding taxes, franchise taxes, and other taxestaxes or governmental assessments, (iii) claims, litigation, liabilities or obligations arising out of or relating to the operations of the Sellers Seller 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 Seller 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 the 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 the Seller, and ; (vi) any subordinated notes or other amounts due to members or Affiliates of Seller; (vii) any liabilities under Contracts or Leases except Assumed Contracts; (viii) any contingent liabilities or other liabilities not disclosed in the line item "Deferred Gain - Building financial statements provided to Purchaser; (ix) all of the Seller's rights under the Leases, any employment agreements and Landany Contracts not expressly assumed under the terms of this Agreement; (x) Accrued Expenses; (xi) Accounts Payable in excess of that set forth on Schedule 3.2 (b); and (xii) amounts payable in accordance with outstanding checks issued by Seller as payor."
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Samples: Asset Purchase Agreement (Vermont Teddy Bear Co Inc)
No Other Assumed Liabilities. Except as set forth in (a) Subject to Section 2.3(a) above or as otherwise expressly provided herein1.4(b), the Purchaser shall not assume any Liabilities of the Seller Corporations whatsoever relating to the Business, the Designated Assets or otherwise.
(b) Notwithstanding Section 1.4(a), pursuant to the Assignment and Assumption Agreement, at and following the Closing the Purchaser will become liable for obligated to perform the obligations of the Seller under the Assumed Contracts, but only to the extent such obligations: (i) arise out of facts and hereby expressly disclaims circumstances occurring after the Closing Date; (ii) do not arise from or relate to any undertaking in respect of) Breach by any of the payment or performance Seller Corporations of any Liabilities provision 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, Assumed Contracts; (iii) claims, litigation, liabilities do not arise from 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 relate to any eventsevent, actions, occurrences, omissions, circumstances circumstance or conditions relating to the Sellers condition occurring or existing on or prior to the Effective Time (and whether asserted prior toClosing Date that, on with notice or after the Effective Time)lapse of time, other than actions based on the Purchaser's failure to pay would constitute or perform result in a Breach of any of the Assumed Liabilities, Contracts; and (iv) liabilities are ascertainable (in nature and amount) solely by reference to the express terms of the Assumed Contracts (collectively, 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:
(1) any Liability of any Person under the Assumed Contracts, except for Liabilities of the Seller Corporations expressly set forth therein;
(2) any Liability of the Seller Corporations arising from or relating to the execution, delivery or performance of any of the Transactional Agreements;
(3) any Liability of the Seller Corporations arising from or relating to any action taken by the Seller, or any failure on the part of the Seller Corporations to take any action, at any time after the Closing Date;
(4) any Liability of the Seller arising from or relating to (x) any services performed by the Seller Corporations for any customer prior to the Closing Date, or (y) facts and circumstances prior to the Closing Date giving rise to any claim or Proceeding against the Seller;
(5) any Liability of the Seller Corporations for the payment of any Tax;
(6) any Liability of the Seller Corporations to any employee or former employee of the Seller under or with respect to any employee benefit plan, profit sharing plan or dental plan or for severance pay or accrued vacation pay or wages;
(7) any Liability of the Seller Corporations to any Related Party;
(8) any Liability under any Contract, if the Seller Corporations 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 Contract;
(9) any Liability that arises or exists by virtue of any kind Breach of, (x) any representation or warranty made by the Seller or Seller Sub in respect any of the Transactional Agreements, or (y) any covenant or obligation of the Seller or Seller Sub contained in any of the Transactional Agreements; or
(10) any other Liability of the Seller Corporations not expressly assumed by the Purchaser pursuant to the provisions 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 LandTransactional Agreements."
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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 Seller (or any predecessor of any the 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 Seller 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 Seller 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 the Seller, whether under any contract or agreement, pursuant to any pension plan or employee benefit or welfare plan, or otherwise, and (v) liabilities or obligations relating to recapture of any depreciation deduction or investment tax credit of any the Seller, and (vi) the line item "Deferred Gain - Building and Land."
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