No Other Liabilities Assumed. Sellers acknowledge and agree that pursuant to the terms and provisions of this Agreement and under any Contract, Purchaser will not assume any obligation of Sellers (including any Cure Amounts), other than obligations assumed under the Assumed FunCenter Leases. 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, other than as specifically set forth in Section 1.2 above, any debt, claim, obligation or other liability of Sellers or any of its affiliates whatsoever, including, but not limited to: (i) any Environmental Liabilities and Costs for any act, omission, condition, event or circumstance to the extent occurring or existing prior to the Closing Date, including without limitation all Environmental Liabilities and Costs relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' liabilities in respect of Taxes, (iii) any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, (iv) any Indebtedness, (v) except as otherwise provided in Section 6.2 hereof with respect to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employees, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, (vi) any obligation or liability arising as a result of or whose existence is a breach of Sellers' representations, warranties, agreements or covenants herein, (vii) any liability subject to compromise, (viii) any obligation of any affiliate of Sellers, and (ix) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit of the Business prior to the Closing Date. Disclosure of any obligation or liability on any schedule to this Agreement shall not create any liability of Purchaser.
Appears in 1 contract
No Other Liabilities Assumed. Sellers acknowledge and agree that ---------------------------- pursuant to the terms and provisions of this Agreement and under any Contract, Purchaser Purchasers will not assume any obligation of Sellers (including any Cure Amounts)Sellers, other than obligations assumed under the Assumed FunCenter LeasesObligations. In furtherance and not in limitation of the foregoing, neither Purchaser Purchasers nor any of its affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Section 1.2 Sections 1.4 and 1.5 above, any debt, claim, obligation or other liability of Sellers or any of its affiliates whatsoever, including, but not limited to: to (i) any Environmental Costs and Liabilities and Costs for any act, omission, condition, event or circumstance to the extent occurring or existing prior to the Closing Date, including without limitation all Environmental Costs and Liabilities and Costs relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' liabilities in respect of TaxesTaxes except as expressly provided in Sections 1.5(d) and 1.5(e) (but solely to the extent such taxes appear in Schedule 1.5(e)(ii) hereof) and Section 12.11(b) hereof, (iii) ------------------- any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, (iv) any IndebtednessIndebtedness except for the Assumed Obligations, (v) except as otherwise provided in Section 6.2 6.5 hereof with respect to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employees, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, except to the extent same constitutes an Employee Amount, (vi) any obligation or liability arising as a result of or whose existence is a breach of Sellers' representations, warranties, agreements or covenants hereincovenants, (vii) any Excluded Assets, (viii) any Affiliate Obligations, (ix) any liability subject to compromise, (viii) any obligation of any affiliate of Sellersexcept to the extent same constitutes an Assumed Obligation, and (ixx) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit of the Business prior to the Closing DateDate (collectively, "Unassumed Liabilities"). Disclosure of any obligation or --------------------- liability on any schedule to this Agreement shall not create any an Assumed Obligation or other liability of PurchaserPurchasers, except where such disclosed obligation has been expressly assumed by Purchasers as an Assumed Obligation in accordance with the provisions of Sections 1.4 and 1.5 hereof. Notwithstanding anything to the contrary herein, Purchasers acknowledge that they shall acquire the Accounts subject to the Account Debtor Liability (as defined in Section 1.1(b) above).
Appears in 1 contract
No Other Liabilities Assumed. Sellers acknowledge and agree that pursuant to With the terms and provisions exception of the Assumed Liabilities described above in SECTION 4.A. or as expressly provided in any other provision of this Agreement and under any Contract, Purchaser will not assume any obligation of Sellers (including any Cure Amounts), other than obligations assumed under the Assumed FunCenter Leases. In furtherance and not in limitation of the foregoingAgreement, neither Purchaser RTM nor a Buyer designated by RTM shall assume hereunder, or be responsible or liable in any way or amount for or in respect of, any obligations, commitments, indebtedness or liabilities of its affiliates shall assumeSeller, and shall not be deemed to have assumedRealco or Subsidiary of any kind or character whatsoever (including, other than as specifically without limitation, those obligations of Seller set forth in Section 1.2 aboveon SCHEDULE 8.H. and/or SCHEDULE 8.V.(3)) (all such obligations, any debtliabilities, claim, obligation commitments and obligations that are not being assumed by RTM or other liability of Sellers or any of its affiliates whatsoever, including, but not limited to: (i) any Environmental Liabilities and Costs for any act, omission, condition, event or circumstance a Buyer designated by RTM being collectively referred to herein as the extent occurring or existing prior to the Closing Date"Excluded Liabilities"), including without limitation all Environmental Liabilities and Costs relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' liabilities in respect of Taxes, (iii) any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, (iv) any Indebtedness, (v) except as otherwise provided in Section 6.2 hereof with respect to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employees, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, (vi) any obligation or liability arising as a result of or whose existence is a breach of Sellers' representations, warranties, agreements or covenants herein, (vii) any liability subject to compromisefor any acts, (viii) any obligation of any affiliate of Sellersomissions, and (ix) rebatesoccurrences, allowances, deductions and/or price discrepancies relating in any manner to products conditions or services sold in pursuit of the Business events which first arose or accrued prior to the Closing Effective Date (even if a claim or demand pertaining thereto is not asserted or made until or after the Effective Date), for any Litigation involving Seller or Subsidiary, for any existing Asbestos or Hazardous Materials at any of the Company Restaurants, any liability to Seller's or Subsidiary's vendors or sellers of goods, merchandise, materials, foods or beverages, or any produce, product or thing included in Inventories (other than liabilities which first accrue from and after the Effective Date under or pursuant to the Assigned Contracts), and any liability for any sales, use, excise, income or other taxes attributable to the ownership, operation or management of the Company Restaurants prior to the Effective Date. Disclosure of Seller and/or Subsidiary is liable and responsible for, and shall be and remain liable and responsible for, any obligation or liability on any schedule to this Agreement and all Excluded Liabilities, and neither RTM nor a Buyer designated by RTM shall not create have any liability of Purchaseror responsibility for the same.
Appears in 1 contract
No Other Liabilities Assumed. Sellers acknowledge and agree that pursuant to Other than the terms and provisions of this Agreement and under any ContractAssumed Liabilities, Purchaser will Buyer shall not assume any obligation of Sellers (including any Cure Amounts), other than obligations assumed under the Assumed FunCenter Leases. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its affiliates shall assume, and shall not or be deemed to have assumedassumed or guaranteed, other than as specifically set forth in Section 1.2 aboveor otherwise be responsible for any liability, obligation or claim of any nature, whether direct or indirect, for any debt, claim, obligation obligations or other liability liabilities of Sellers Seller or any of its affiliates whatsoever, including, but not limited to: (i) any Environmental Liabilities and Costs for any act, omission, condition, event or circumstance Affiliates relating to the extent occurring Purchased Assets or otherwise, without regard to whether such debt, obligation or liability is known, knowable, or unknown, matured or unmatured, liquidated or unliquidated, fixed or contingent, arising out of acts, omissions or occurrence prior to the Closing Date or any conditions existing prior to the Closing Date, including without limitation all Environmental Liabilities even if such actions, omissions, or conditions continue thereafter, and Costs relating regardless of whether or not such claims are listed on any Schedule hereto. Except as and to the extent otherwise expressly provided in this Agreement, Buyer has not agreed to pay, shall not be required to assume and shall not have any manner to Sellers' liability or obligation, direct or indirect handlingindirect, transportation absolute or disposal contingent, of Seller or any Contaminantsother Person, without regard to whether any such liability or obligation is listed on a Schedule hereto (ii) the assumption of which by Buyer is not expressly provided for in, or contemplated by, this Agreement), including any litigation pending against the Purchased Assets or Seller or any of Sellers' liabilities in respect of Taxes, (iii) any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred its Affiliates in connection with this Agreement, (iv) any Indebtedness, (v) except as otherwise provided in Section 6.2 hereof with respect to the accrued and unused vacation of Sellers' EmployeesPurchased Assets, any obligations liability or liabilities for Sellers' Employeesobligation as guarantor, including severancesurety, pensionco-signer, profit sharing endorser, co-maker or indemnitor, any other employee benefit plans, compensation or retiree medical and other benefits and obligations, (vi) any obligation product or liability arising as a result of or whose existence is a breach of Sellers' representations, warranties, agreements or covenants herein, (vii) any liability subject to compromise, (viii) any obligation of any affiliate of Sellers, and (ix) rebates, allowances, deductions and/or price discrepancies claims relating in any manner to products manufactured, sold or shipped, or services sold in pursuit of the Business rendered, on or prior to the Closing Date. Disclosure Without limiting the generality of the foregoing, Seller shall remain liable for the payment of all of its Liabilities, including any obligation or liability on any schedule amounts owed with respect to this Agreement shall not create any liability of Purchaserthe Pre-Closing Purchase Orders.
Appears in 1 contract
No Other Liabilities Assumed. Sellers acknowledge Seller acknowledges and agree agrees that pursuant to the terms and provisions of this Agreement and under any Contractexecutory contracts, unexpired leases, and other contractual rights of Seller, Purchaser will not assume any obligation of Sellers (including any Cure Amounts)Seller, other than obligations assumed under the Assumed FunCenter LeasesObligations. 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, other than as specifically set forth in Section 1.2 aboveArticle II hereof, any debt, claim, obligation or other liability of Sellers Seller or any of its affiliates whatsoever, including, but not limited to: , (i) any Environmental Costs and Liabilities and Costs for any act, omission, condition, condition or event caused by or circumstance attributable to Seller to the extent occurring or existing prior to the Closing Date, including without limitation all Environmental Costs and Liabilities and Costs relating in any manner to Sellers' Seller's direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' Seller's liabilities in respect of Taxes, except as expressly provided in Section 11.11(b) hereof, (iii) any brokers' investment banking, financial advisory, brokers or finders' finders fees arising by reason of Sellers' Seller's dealings with brokers or other third parties, or other liability of Sellers Seller for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, (iv) any Indebtedness, (v) except as otherwise provided in Section 6.2 hereof with respect to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Seller's Employees, including severance, termination pay, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, except to the extent otherwise provided in Sections 2.4(b) and 7.2 hereof, or any obligation, claim or amount under the Workers Adjustment and Retraining Notification Act ("WARN Act"), (vi) any obligation or liability arising as a result of or whose existence is a breach of Sellers' Seller's representations, warranties, agreements or covenants hereincontained in this Agreement or otherwise, (vii) any Excluded Assets, (viii) any Affiliate Obligations, (ix) any liability subject to compromise, (viii) any obligation of any affiliate of Sellersexcept to the extent same constitutes an Assumed Obligation, and (ixx) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit of the Business prior to the Closing DateDate (collectively, "Unassumed Liabilities"). Disclosure of any obligation or liability on any schedule to this Agreement shall not create any an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of Article II hereof.
Appears in 1 contract
No Other Liabilities Assumed. Sellers acknowledge and agree that pursuant to the terms and provisions of this Agreement and under any Contract, Purchaser will not assume any obligation Obligation of Sellers (including any Cure Amounts)Sellers, other than obligations assumed under the Assumed FunCenter LeasesObligations. 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, other than as specifically set forth in Section 1.2 above, any debt, claim, obligation or other liability of Sellers or any of its affiliates whatsoeverwhatsoever other than as specifically set forth in Section 1.4, including, but not limited to: to (i) any Environmental Costs and Liabilities and Costs for any act, omission, condition, event or circumstance to the extent occurring or existing prior to the Closing Date, including without limitation all Environmental Costs and Liabilities and Costs relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any ContaminantsContaminants at the Barceloneta Landfill located in Barceloneta, Puerto Rico, (ii) any of Sellers' liabilities in respect of Taxes, (iii) to the extent that under the applicable law of any authority any Tax or fee is payable exclusively by Sellers, any Taxes or any fees arising in connection with the consummation of the transactions contemplated hereby, including any Tax or liability of any stockholder of Sellers or their affiliates and any of Sellers' fees or expenses incurred in connection with the transfer of the Acquired Assets (other than as expressly provided in this Agreement), (iv) any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third partiesfees, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this AgreementAgreement or the consummation of the transactions contemplated hereby, (ivv) any liability or obligation of Sellers under this Agreement (or under any other agreement between Sellers on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement), (vi) any Indebtedness, (vvii) except as otherwise provided in Section 6.2 hereof with respect any liability related to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employees, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, except in such instances where Purchaser has expressly assumed in writing such obligations after the Closing Date, (viviii) any obligations or liabilities, including severance, pension plan benefits and compensation, for Sellers' employees, except in such instances where Purchaser has expressly assumed in writing such obligations after the Closing Date, (ix) any obligation or liability arising as a result of or whose existence exis- tence is a breach of Sellers' representations, warranties, agreements or covenants hereincovenants, (viix) any liability subject to compromiseExcluded Assets, (viiixi) Affiliate Obligations, (xii) any obligation of Loss relating to any affiliate of Sellersdefective product manufactured by Sellers prior to the Closing Date, (xiii) any Plant Closing Cost or Liability and (ixxiv) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit of the Business prior to the Closing DateDate (collectively, "Unassumed Liabilities"). Disclosure of any obligation or liability on any schedule to this Agreement shall not create any an Assumed Obligation or other liability of the Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of Section 1.4 hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (American White Cross Inc)
No Other Liabilities Assumed. Sellers acknowledge and agree that pursuant Anything to the terms and provisions of this Agreement and under any Contractcontrary contained herein notwithstanding, except as expressly provided in Section 2.3, Purchaser will shall not and does not assume any obligation Liabilities or obligations whatsoever (including, without limitation, Liabilities and obligations relating to the conduct of Sellers (including the Business or to the Acquired Assets at any Cure Amountstime on or prior to the Closing Date), other than obligations assumed under whether relating to or arising out of the Assumed FunCenter LeasesBusiness or the Acquired Assets or otherwise, matured or unmatured, fixed or contingent, disclosed or undisclosed. In furtherance and not in limitation of Without limiting the foregoing, neither Purchaser nor shall not and does not assume any of its affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Section 1.2 above, any debt, claim, obligation or other liability of Sellers or any of its affiliates whatsoever, including, but not limited tothe following: (i) taxes of any Environmental kind or nature; (ii) litigation and related claims and Liabilities and Costs for any actother claims (including, omissionwithout limitation, conditionany pending litigation) against Seller of any kind or nature whatsoever involving or relating to facts, event events or circumstance circumstances arising, relating to or occurring prior to the extent Closing, no matter when raised; (iii) all Liabilities and obligations under any collective bargaining agreement with a union or any other contractual relationship or arrangement of any nature with a union and/or any other employment related arrangement to which the present or former employees of Seller are or were entitled (including any severance arrangements), and Purchaser shall have no obligation to employ any of Seller's employees in connection with or after the transactions contemplated hereby; (iv) Liabilities relating to any contract, agreement or arrangement between Seller and any other person or entity of any kind or nature whatsoever accruing, arising, relating to or occurring on or existing prior to the Closing Date, including without limitation all Environmental no matter when raised, except for those Liabilities and Costs relating set forth in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' liabilities in respect of Taxes, (iii) any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, Section 2.3; (iv) any Indebtednessnote, bond or other evidence of indebtedness of Seller, except as set forth in Section 2.3; (v) except as otherwise provided in Section 6.2 hereof with respect any Liabilities arising out of or relating to the accrued any Excluded Assets; and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employees, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, (vi) any obligation liability for fraud, breach, misfeasance or liability arising as a result under any other theory relating to any conduct, performance or non-performance. For purposes of or whose existence is a breach of Sellers' representationsthis Agreement, warranties, agreements or covenants herein, (vii) any liability subject to compromise, (viii) any obligation of any affiliate of Sellers, and (ix) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit of the Business prior to the Closing Date. Disclosure of any obligation or liability on any schedule to this Agreement shall not create any liability of Purchaser.“
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Us Dry Cleaning Corp)
No Other Liabilities Assumed. Sellers acknowledge Seller acknowledges and agree agrees that pursuant to the terms and provisions of this Agreement and under any Contract, Purchaser will not assume any obligation Obligation of Sellers (including any Cure Amounts)Seller, other than obligations assumed under the Assumed FunCenter LeasesObligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its affiliates shall assume, not assume and shall not be deemed to have assumed, other than as specifically set forth in Section 1.2 above, any debt, claim, obligation or other liability of Sellers or any of its affiliates whatsoeverSeller whatsoever other than the Assumed Obligations, including, but not limited to: to (i) any Environmental Costs and Liabilities and Costs for any act, omission, condition, event or circumstance to the extent occurring or existing prior to the Closing Date, including without limitation all Environmental Costs and Liabilities and Costs relating in any manner to Sellers' Seller's direct or indirect handling, transportation or disposal of any Contaminants, Contaminants (ii) any of Sellers' Seller's liabilities in respect of Taxes, (iii) to the extent that under the applicable law of any authority any Tax or fee is payable exclusively by Seller, any Taxes or any fees arising in connection with the consummation of the transactions contemplated hereby, including any Tax or liability of any stockholder of Seller or its affiliates and any of Seller's fees or expenses incurred in connection with the transfer of the Acquired Assets (other than as expressly provided in this Agreement), (iv) any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third partiesfees, or other liability of Sellers Seller for costs and expenses (including legal fees and expenses) incurred in connection with this AgreementAgreement or the consummation of the transactions contem plated hereby, (ivv) any liability or obligation of Seller under this Agreement (or under any other agreement between Seller on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement), (vi) any Indebtedness, (vvii) except as otherwise provided in Section 6.2 hereof with respect any liability related to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employees, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, except in such instances where Purchaser has expressly assumed in writing such obligations after the Closing Date, (viviii) any obligations or liabilities, including severance, pension plan benefits and compensation, for Seller's employees, except in such instances where Purchaser has expressly assumed in writing such obligations after the Closing Date, (ix) any obligation or liability arising as a result of or whose existence is a breach of Sellers' Seller's representations, warranties, agreements or covenants hereincovenants, (viix) any liability subject to compromiseExcluded Assets, (viiixi) Affiliate Obligations, (xii) any obligation of Loss relating to any affiliate of Sellersdefective product manufactured by Seller prior to the Closing Date, (xiii) any Plant Closing Cost or Liability, (xiv) liabilities prior to the Closing Date for payments under assumed Operating Leases and Capital Leases and (ixxv) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit of the Business prior to the Closing Date. Disclosure of any obligation or liability on any schedule to this Agreement shall not create any liability of PurchaserDate (collectively, "UNASSUMED LIABILITIES").
Appears in 1 contract
No Other Liabilities Assumed. Sellers acknowledge and Anything to the contrary contained herein notwithstanding, except as provided in Section 2.3, the parties hereto agree that pursuant to the terms Buyer shall not and provisions of this Agreement and under any Contract, Purchaser will does not assume any other Liability or obligation of Sellers whatsoever (including any Cure Amounts)without limitation, other than Liabilities and obligations assumed under relating to the Assumed FunCenter Leases. In furtherance and not in limitation conduct of the foregoing, neither Purchaser nor any of its affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Section 1.2 above, any debt, claim, obligation Business or other liability of Sellers or any of its affiliates whatsoever, including, but not limited to: (i) any Environmental Liabilities and Costs for any act, omission, condition, event or circumstance to the extent occurring Assets (and use thereof) at any time on or existing prior to the Closing Date), including without limitation all Environmental Liabilities 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 Costs relating anything in Section 2.3 to the contrary notwithstanding, Buyer shall not and does not assume any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminantsthe 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' liabilities in respect of Taxesconduct, performance or non-performance), (iii) any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this AgreementCompany Options, (iv) Liabilities specifically identified as the responsibility of Sellers in Article 6, including any IndebtednessLiabilities relating to any contract, agreement or arrangement between any Employee or Consultant and the Company or any of its subsidiaries, (v) except as otherwise provided in Section 6.2 hereof with respect to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities reserve for Sellers' Employees, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligationsdiscontinued operations, (vi) any obligation note, bond or liability arising as a result other evidence of or whose existence is a breach indebtedness of Sellers' representations, warranties, agreements or covenants hereinany Seller, (vii) any liability subject Liabilities relating to compromiseor arising out of any Excluded Assets, (viii) any Liability or obligation of for fraud, breach, misfeasance or under any affiliate of Sellersother theory relating to any Seller's conduct, performance or non-performance, and (ix) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit of the Business prior to the Closing Date. Disclosure of any obligation or liability Liabilities set forth on any schedule to this Agreement shall not create any liability of PurchaserSchedule 2.4.
Appears in 1 contract
Samples: Asset Purchase Agreement (Smartalk Teleservices Inc)
No Other Liabilities Assumed. Sellers acknowledge and agree that pursuant Anything in this Agreement to the terms and provisions of this Agreement and under any Contract, Purchaser will not assume any obligation of Sellers (including any Cure Amounts), other than obligations assumed under the Assumed FunCenter Leases. In furtherance and not in limitation of the foregoingcontrary notwithstanding, neither Purchaser Buyer nor any of its affiliates Affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Section 1.2 above, any debt, claim, obligation or other liability of Sellers Seller or any of its affiliates whatsoeverAffiliates, whether known or unknown, now or hereafter existing, accrued or contingent, other than as specifically set forth in Section 2.3 including, but not limited to: to (i) any Environmental Liabilities environmental costs and Costs for any act, omission, condition, event or circumstance to the extent occurring or existing prior to the Closing Date, including without limitation all Environmental Liabilities and Costs relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminantsliabilities, (ii) any of Sellers' Seller’s liabilities in respect of Taxes, (iii) any brokers' income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (other than as expressly provided in this Agreement), (iv) any brokers or finders' fees arising by reason of Sellers' dealings with brokers or other third parties’ fees, or other liability of Sellers Seller for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement or the consummation of the transactions contemplated hereby, (vi) any liabilities or obligations arising out of the Royalty Agreements, (vii) any liability or obligation of Seller under this Agreement, (ivviii) any Indebtedness, (vix) except as otherwise provided in Section 6.2 hereof with respect to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employeesliabilities, including severance, pensionfor Seller’s employees who are not Transferred Employees, profit sharing (x) any liabilities of the Seller or any of its ERISA affiliates relating to any Employee Benefit Plan to which any of the Seller or its ERISA Affiliates contributes or has any obligation to contribute, or with respect to which any of the Seller or Seller’s Affiliates has any liability or potential liability (including, without limitation any such liability (a) relating to benefits payable under any Employee Benefit Plan, (b) relating to Title IV of ERISA (c) relating to a multiemployer plan, (d) with respect to noncompliance with the notice and benefit continuation requirements of COBRA, or (e) with respect to any noncompliance with ERISA or any other employee benefit plans, compensation or retiree medical and other benefits and obligationsapplicable laws), (vixi) any liability or obligation of Seller in respect of pending or threatened claims listed on Schedule 3.14, (xii) any obligation or liability arising as a result of or whose existence is a breach of Sellers' Seller’s representations, warranties, agreements or covenants hereincovenants, or (viixiii) any liability subject Qualified Liabilities (as defined below) to compromise, (viii) any obligation of any affiliate of Sellers, and (ix) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit the extent that the aggregate value of the Business prior Qualified Liabilities is greater than $500,000 (collectively, “Unassumed Liabilities”). Each of the Seller and Parent hereby agrees to pay, perform and discharge all of the Closing Dateobligations that are Unassumed Liabilities hereunder. Disclosure of any obligation or liability on any schedule “Qualified Liabilities” shall mean liabilities assumed by Purchaser pursuant to this Agreement shall not create any liability of PurchaserSection 2.3(b).
Appears in 1 contract
Samples: Asset Purchase Agreement (Millennium Biotechnologies Group Inc)
No Other Liabilities Assumed. Sellers acknowledge Each Seller acknowledges and agree agrees that pursuant to the terms and provisions of this Agreement and under any ContractContract or Lease, Purchaser will not assume any obligation of Sellers (including any Cure Amounts)Seller, other than obligations assumed under the Assumed FunCenter LeasesObligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its affiliates Affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Section 1.2 above, any debt, claimClaim, obligation or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of its affiliates whatsoeverSellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to: (i) any Environmental Liabilities and Costs for any act, omission, condition, event or circumstance Indebtedness of Sellers pursuant to the extent Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or existing which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing Dateand which (i) constitute, including without limitation all Environmental Liabilities and Costs relating in any manner may constitute or are alleged to Sellers' direct constitute a tort, breach of contract or indirect handling, transportation or disposal violation of any Contaminants, law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers' liabilities in respect , whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of Taxes, (iii) any brokers' or finders' fees Proceeding commenced after the Closing and arising by reason of Sellers' dealings with brokers or other third partiesout of, or other liability of Sellers for costs and expenses relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (including legal fees and expenseswhether known or unknown) incurred in connection with this Agreement, (iv) any Indebtedness, (v) except as otherwise provided in Section 6.2 hereof with respect to the accrued and unused vacation of Sellers' Employeesemployees or former employees, any obligations or liabilities for Sellers' Employeesboth, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, (vi) any obligation or liability arising as a result of or whose existence is a breach of Sellers' representations, warranties, agreements or covenants herein, (vii) any liability subject to compromise, (viii) any obligation of any affiliate of Sellers, and (ix) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit Seller arising from the operation of the Business prior to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing Datebut which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. Disclosure The parties acknowledge and agree that disclosure of any obligation or liability on any schedule Schedule to this Agreement shall not create any an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereof.
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No Other Liabilities Assumed. Sellers acknowledge and agree that pursuant to the terms and provisions of this Agreement and under any Lease or Contract, Purchaser will not assume any obligation of Sellers (including any Cure Amounts)Sellers, other than obligations assumed under the Assumed FunCenter LeasesObligations. 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, other than as specifically set forth in Section 1.2 aboveArticle II hereof, any debt, claim, obligation or other liability of Sellers or any of its affiliates whatsoever, including, but not limited to: , (i) any Environmental Costs and Liabilities and Costs for any act, omission, condition, condition or event caused by or circumstance attributable to Sellers to the extent occurring or existing prior to the Closing Date, including without limitation all Environmental Costs and Liabilities and Costs relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' liabilities in respect of Taxes, except as expressly provided in Section 11.11(b) hereof, (iii) any investment banking, financial advisory, brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, (iv) any Indebtedness, except for the Assumed Obligations, (v) except as otherwise provided in Section 6.2 hereof with respect to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employees, including severance, termination pay, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, except to the extent otherwise provided in Sections 2.5(b) and 7.2 hereof, or any obligation, claim or amount under the Workers Adjustment and Retraining Notification Act ("WARN Act"), (vi) any obligation or liability arising as a result of or whose existence is a breach of Sellers' representations, warranties, agreements or covenants hereincontained in this Agreement or otherwise, (vii) any Excluded Assets, (viii) any Affiliate Obligations, (ix) any liability subject to compromise, (viii) any obligation of any affiliate of Sellersexcept to the extent same constitutes an Assumed Obligation, and (ixx) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit of the Business prior to the Closing DateDate (collectively, "Unassumed Liabilities"). Disclosure of any obligation or liability on any schedule to this Agreement shall not create any an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of Article II hereof.
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