No Other Liabilities. The Company has no actual or contingent obligations or liabilities (in any capacity including as principal contracting party or guarantor) in relation to any lease, licence or other interest in, or agreement relating to, land apart from the Properties.
No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):
No Other Liabilities. Except to the extent reflected in the financial statements described in Section 4.4 or set forth in Schedule 4.6, the Borrower, as of the date of this Agreement, does not know or have reasonable grounds to know of any basis for the assertion against it of any material liabilities or obligations of any nature, direct or indirect, accrued, absolute or contingent, including, without limitation, liabilities for taxes then due or to become due whether incurred in respect of or measured by the income of the Borrower for any period prior to the date of this Agreement or arising out of transactions entered into, or any state of facts existing prior thereto.
No Other Liabilities. Except as provided in Section 2.01(c) hereof, Buyer shall not assume nor be deemed to assume and shall have no responsibility or obligation with respect to, any other Liabilities or obligations of, or claim against, Seller, of any kind or nature, whether absolute, accrued, contingent or otherwise and whether due or to become due and whether or not asserted, and whether or not known or unknown or currently existing or hereafter arising, and however arising, including the following (collectively, the “Excluded Liabilities”):
(i) any Liabilities or obligations in respect of or relating to the Excluded Assets (including the Excluded Contracts);
(ii) any DIP Obligations and any Prepetition Obligations;
(iii) any suit, action or proceeding brought by any Person against the Business or Seller, including any suits, actions or proceedings by any equity holders of Seller or any of its Affiliates or any Person acting on behalf of, or claiming rights through, Seller, including on account of the purchase, sale or rescission in respect of any security of Seller;
(iv) all Liabilities or obligations of Seller with respect to any Taxes, assessments or other governmental charges of Seller or of the Business related to the taxable period (or portion thereof) ending on or prior to the Closing;
(v) any Liabilities or obligations that are disallowed by the Bankruptcy Court;
(vi) all Seller Employee Liabilities;
(vii) all obligations and Liabilities of Seller to vendors, service providers and customers;
(viii) any post petition trade payables;
(ix) any accrued and unpaid professional fees and expenses incurred by Seller for professionals engaged by Seller in connection with the administration of the Chapter 11 Case;
(x) any Tax obligations and Liabilities of Seller except any Tax obligations and Liabilities expressly assumed by Buyer pursuant to Section 2.01(c); and
(xi) any expenses or fees of Seller incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the Other Agreements, in each case, unpaid as of the date hereof.
No Other Liabilities. The Borrower and its Subsidiaries do not have any material liability or material contingent liability required under GAAP to be reflected or disclosed and not reflected or disclosed in the most recent financial statements filed by Parent with the SEC, other than liabilities and contingent liabilities arising in the ordinary course of business since the date of such financial statements.
No Other Liabilities. Except as set forth in Schedule 3.1(o), neither the Company nor any Subsidiary of the Company will have any material liability, whether absolute, accrued, contingent or otherwise, except liabilities (i) reflected on the consolidated balance sheet of the Company and its Subsidiaries as at March 31, 1997, or (ii) liabilities that (1) are incurred by the Company and its Subsidiaries after March 31, 1997 in the ordinary course of business and (2) could not reasonably be expected to have a Material Adverse Effect.
No Other Liabilities. No Group Company has any actual or contingent obligations or liabilities (in any capacity including as principal contracting party or guarantor) in relation to any lease, licence or other interest in, or agreement relating to, land apart from the Properties.
No Other Liabilities. 19 It is expressly agreed and understood that, except as provided in Sections 4.1 and 4.2 hereof, Buyer is not assuming any liability or obligation of Seller of any kind or nature whatsoever, whether accrued or unaccrued, contingent or noncontingent, material or nonmaterial, or known or unknown as of the Closing Date, including, without limitation, any liability or obligation (i) for taxes (including sales or transfer taxes) now or hereafter owed by Seller, or any affiliate or person related to Seller, or attributable to the Acquired Assets or the Business, and relating to any period, or any portion of any period, ending on or prior to the Clos- ing Date or to the sale of the Acquired Assets to Buyer; (ii) under any contract or agreement other than the Assumed Contracts; (iii) accruing under the Assumed Contracts prior to the Clos- ing Date; (iv) relating to or arising out of any product manufactured or sold, or service rendered, by Seller prior to the Closing Date; (v) relating to or arising out of the relationship between Seller and any employee or independent contractor, including workers compensation claims; (vi) for monies due to any third party; or (vii) relating to or arising out of the conduct or operation of the Business prior to the Closing Date. The transfer of the Acquired Assets pursuant to this Agreement shall be free and clear of all Liens.
No Other Liabilities. Except as otherwise set forth in this Agreement, Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liabilities of Seller other than as specifically included in the Specified Liabilities. All such liabilities not being assumed by Buyer pursuant to Section 2.1.3 are referred to herein as the “Excluded Liabilities.”
No Other Liabilities. Other than the NBC Multimedia Liabilities or Videoseeker Liabilities or as set forth on Schedule 1.1(e), there are no Liabilities of NBC or its Subsidiaries or GE Investments Sub that will be transferred or assigned to, or assumed by, NMC in connection with the transactions set forth in SECTION 2 or as to which NMC or Xenon 2 could be liable.
