No Other Liabilities Assumed Sample Clauses
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No Other Liabilities Assumed. Anything to the contrary contained herein notwithstanding, except as provided in Section 2.3, the parties hereto agree that Buyer shall not and does not assume any other Liability or obligation whatsoever (including without limitation, Liabilities and obligations relating to the conduct of the Business or to the Assets (and use thereof) at any time on or prior to the Closing Date), whether relating to or arising out of the Business or Assets or otherwise, fixed or contingent, disclosed or undisclosed (collectively, the "Excluded Liabilities"). Without limiting the foregoing, and anything in Section 2.3 to the contrary notwithstanding, Buyer shall not and does not assume any of the following (each of which shall be included within the definition of "Excluded Liability"): (i) Excluded Taxes, (ii) litigation and related claims and Liabilities, tax liabilities or any other Claims (including the Pending Litigation) against any Seller of any kind or nature whatsoever involving or relating to facts, events or circumstances arising, relating to or occurring prior to the Closing, no matter when raised (including, without limitation, Liability or obligation for breach, misfeasance or under any other theory relating to Sellers' conduct, performance or non-performance), (iii) Company Options, (iv) Liabilities specifically identified as the responsibility of Sellers in Article 6, including any Liabilities relating to any contract, agreement or arrangement between any Employee or Consultant and the Company or any of its subsidiaries, (v) any reserve for discontinued operations, (vi) any note, bond or other evidence of indebtedness of any Seller, (vii) any Liabilities relating to or arising out of any Excluded Assets, (viii) any Liability or obligation for fraud, breach, misfeasance or under any other theory relating to any Seller's conduct, performance or non-performance, and (ix) any Liabilities set forth on Schedule 2.4.
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 ▇▇▇▇▇ 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. Except for the Assumed Liabilities as set forth in Section 1.3, neither Purchaser nor any of its Affiliates shall assume, and in no event shall be deemed to have assumed, any Liability of Seller or RettCo or any of their Affiliates whatsoever (collectively, the “Retained Liabilities”), and Seller shall retain the sole responsibility of and shall pay, perform or otherwise satisfy, all Retained Liabilities, including, without limitation:
(a) any Debt of Seller;
(b) all Liabilities for Taxes, whether or not shown on a Tax Return, including all Taxes arising from or with respect to the Acquired Assets or the operation of the Business that are incurred in or attributable to any period, or any portion of any period, ending on or before the Closing Date, and, except as otherwise provided in Section 2.5, any Taxes that arise as a result of the sale of the Acquired Assets pursuant to this Agreement;
(c) except for those accrued expenses for earned and unused vacation included in the calculation of Final Net Working Capital and that are listed on Schedule 1.3(b), all Liabilities relating to all of Seller’s employees (including all Liabilities relating to Seller’s Hired Employees incurred prior to the date the Hired Employee commences active employment with the Purchaser), including, without limitation, (i) all salary and wages; (ii) any severance obligations, bonuses, incentive compensation, and retention awards or compensation, including, without limitation, all such Liabilities set forth in those certain Retention Award Agreements listed in Schedule 1.4(c); (iii) sick leave, vacation, paid time off and any other benefits; (iv) all workers’ compensation liabilities; and (v) all obligations under the WARN Act. For the avoidance of doubt, Purchaser shall be solely responsible for any Liabilities incurred with respect to the Hired Employees on and after the date a Hired Employee commences active employment with Purchaser;
(d) all Liabilities arising on or before the Closing Date under any Contract or Permit, including, without limitation, any Liabilities arising out of or in connection with any Legal Proceeding or other proceeding pending on or before the Closing Date or commenced after the Closing Date to the extent it arises out of or relates to matters that occurred on or before the Closing Date;
(e) any Liabilities arising under Seller’s Plans;
(f) any Environmental Liabilities arising out of or with respect to Seller’s operation of the Business or Seller’s owners...
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. 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. 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. 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. Except for the Assumed Obligations, Buyer is not assuming any of Seller’s liabilities or obligations, whether known or unknown, contingent or realized.
No Other Liabilities Assumed. OMEGA and ▇▇. ▇▇▇▇▇ intend that OMEGA shall not assume or be obligated to pay, perform or discharge any of ▇▇. ▇▇▇▇▇'▇ obligations other than the Assumed Liabilities specified in Section 2.4. Except for the Assumed Liabilities specified in Section 2.4, OMEGA and ▇▇. ▇▇▇▇▇ expressly agree OMEGA is acquiring the Assets free and clear of all liens, claims and encumbrances.