No Other Liabilities Assumed. Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement and under any Contract, Purchaser will not assume any obligation of Seller, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any debt, Claim, obligation or other Liability of Seller or any of its Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following, but in each case except to the extent constituting Assumed Obligations (collectively, the "Unassumed Liabilities"):
(a) all obligations, claims, or liabilities of Seller or any predecessor(s) or Affiliate(s) of Seller that relate to any of the Excluded Assets;
(b) Excluded Environmental Liabilities;
(c) all obligations, claims, or liabilities of Seller or any predecessor(s) or Affiliate(s) of Seller or for which Seller or any predecessor(s) or Affiliates of Seller could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending prior to the Closing Date and any deferred Taxes of any nature;
(d) all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage, real estate appraisal, consulting or similar fees or expenses incurred by Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise;
(e) all Indebtedness of Seller or any predecessor(s) or Affiliate(s) of Seller, including any Indebtedness owed by Seller to Parents or any other Affiliate;
(f) all obligations of Seller related to the right to or issuance of any capital stock or other equity interest of Seller, including, without limitation, any stock options or warrants;
(g) all liabilities and obligations, including any and all Proceedings, of Seller or any predecessor(s) or Affiliate(s) of Seller resulting from, caused by or arising out of the conduct of the Business or ownership or lease of any properties or assets by Seller at any time prior to the Closing Date, or other actions, omissions or events occurring prior to the Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened;
(h) any Liability or obligation arising out of or relating to services and...
No Other Liabilities Assumed. Notwithstanding anything in this Agreement to the contrary, except as otherwise specifically provided in this Agreement, Purchaser does not assume or agree to discharge or be liable for, any obligations or liabilities not described in Article 3, including without limitation:
(a) any liability under any Assumed Contract relating to the benefits derived from such Assumed Contract and which were actually received or used during the period prior to or at the Transfer Time;
(b) any liability with respect to the providing of goods or services or to the purchase of goods or services except as provided in 3.2(a)(i) and 3.2 (a) (ii);
(c) all accounts payable for goods delivered or for services rendered prior to or at the Transfer Time, including, without limitation, gas, electrical, water, sewer, telephone, telegraph, scavenger and other utility services (collectively, the "Utilities");
(d) except for those liabilities for unpaid Taxes or assessments subject to proration pursuant to Section 14.1 hereof, all liabilities to any federal, state or local governmental agency, or to any special purpose district for unpaid Taxes or assessments of any type or description, or penalties or interest, arising by reason of Seller's ownership, use and/or operation of the Assets prior to or at the Transfer Time, or any sales/use tax arising from the implementation and closing of the transactions contemplated by this Agreement, whether or not imposed on or measured by income, including any amounts due or which may become due and owing under NRS Sections 612.695, 244.3352, 372.620 and 244.335 and 364A.200;
(e) all liabilities of Seller to the Nevada State Gaming Control Board, the Nevada Gaming Commission and the applicable City of Las Vegas and Xxxxx County authorities (collectively, the "Nevada Gaming Authorities") relating to gaming activities prior to or at the Transfer Time;
(f) all liabilities of Seller arising prior to or at the Transfer Time to any employees, unions, independent contractors, Employee Benefit Plans, trustees of such plans and the like, including liabilities or obligations arising under ERISA;
(g) any liability of Seller resulting from events occurring or matters existing prior to or at the Transfer Time or relating to the Excluded Assets, including all pending litigation and asserted claims against Seller ("Retaining Liabilities");
(h) all racebook and sportsbook gaming payments owed to patrons of the Businesses prior to or at the Transfer Time, as well as an...
No Other Liabilities Assumed. Notwithstanding any provision in this Agreement, as a material consideration and inducement to the Purchaser to enter into this Agreement, the Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Purchaser will not assume or otherwise have any responsibility or liability for, any and all Liabilities of the Seller (whether now existing or hereafter arising) other than the Assumed Liabilities (the “Excluded Liabilities”).
No Other Liabilities Assumed. Anything in this Agreement to the contrary notwithstanding, except as specifically set forth in SECTION 2.4, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any debt, claim, obligation or other liability of Seller or any of its Affiliates whatsoever (the "Excluded Obligations").
No Other Liabilities Assumed. Notwithstanding anything to the contrary contained herein, except as provided in Section 2(a), the parties agree that Buyer has not agreed to pay, shall not assume and shall not have any liability or obligation with respect to, the following liabilities and obligations (collectively, the "Retained Liabilities"):
(i) any liability or obligation for any Tax of any kind (including income, payroll, personnel, property, bulk transfer, sales, use, ad valorem or franchise Taxes or assessments) owed prior to or at Closing, or which may thereafter become due, to any foreign, federal, state, local or other taxing authority which liability relates to any transaction or period prior to or upon the Closing (including as a result of Treasury Regulation Section 1.1502-6(a) or any similar provision under state or local law);
(ii) any liability or obligation relating to, resulting from or arising out of workers' compensation claims resulting from any injury, disease or disability which injury, disease or disability occurred prior to Closing (whether or not any such claim was filed prior to the Closing);
(iii) any liability or obligation relating to, resulting from or arising out of any violation of law (whether knownor unknown) or license, which violation occurred on or prior to the Closing Date;
(iv) any liability relating to the Owned Real Property or Leased Real Property, or relating to discharges of hazardous substances in violation of or giving rise to liability pursuant to any Environmental Law (as defined below) by the Business, the basis for which liability occurred or existed prior to the Closing, including any investigation and remediation liabilities to the extent arising under standards established by any and all foreign, federal, state or local laws, rules, orders, regulations, consent
No Other Liabilities Assumed. Purchaser shall not assume any liabilities of Seller, or any kind or description, known or unknown, disclosed or undisclosed, except for the liabilities described in this Agreement. Those liabilities and obligations of Seller assumed by Purchaser under this Agreement are referred to herein as the “Assumed Obligations” or “Assumed Liabilities”.
No Other Liabilities Assumed. Other than the Real Property Leases and the Contracts identified on Schedule 1.1(a)(iv) of the Disclosure Letter which will be assumed by Buyer, and except as otherwise provided in this Agreement, Buyer will not assume or be liable for any liabilities or obligations of Seller, whether such obligations of Seller exist on the Closing Date, occur thereafter, arise as a result of or in connection with this Agreement, or otherwise. Without limiting the foregoing, (i) all accounts payable and general trade payables of Seller shall remain the sole and exclusive liability of Seller following Closing, and (ii) all liens, claims and encumbrances (other than personal property taxes) on the Purchased Assets shall be paid upon the Closing Date.
No Other Liabilities Assumed. Anything in this Agreement to the contrary notwithstanding, SLH shall not assume, or shall be deemed to have assumed, any debt, claim, obligation or other liability of Seafield or any of Seafield's subsidiaries or other affiliates whatsoever other than as specifically set forth in this Article III.
No Other Liabilities Assumed. As a material consideration and inducement to Buyer to enter into this Agreement, Seller will retain, and will be solely responsible for paying, performing and discharging when due, and Parent and Buyer will not assume or otherwise have or acquire any obligation, responsibility or liability for, any Excluded Liabilities. The term “Excluded Liabilities” means any and all Liabilities of Seller, whether now existing or hereafter arising, other than the Assumed Liabilities, including, by way of example and not by way of limitation:
No Other Liabilities Assumed. Except for the Assumed Obligations, Buyer is not assuming any of Seller’s liabilities or obligations, whether known or unknown, contingent or realized.
