Common use of No Successor Liability Clause in Contracts

No Successor Liability. The Parties intend that, to the fullest extent permitted by applicable Law (including under Section 363 of the Bankruptcy Code), upon the closing, Purchaser shall not be deemed to: (a) be the successor of any Seller, (b) have, de facto, or otherwise, merged with or into Sellers, (c) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers or (d) be liable or have any Liability for any acts or omissions of Sellers in the conduct of their businesses or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser shall have no Liability for any Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against Sellers or any of Sellers predecessors or Affiliates, and Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of Sellers, the Acquired Assets or any Liability of Sellers arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in this Section 6.15.

No Successor Liability. The Parties intend that, to the fullest extent permitted by except where expressly prohibited under applicable Law (including under Section 363 of the Bankruptcy Code)Law, upon the closingClosing, Purchaser shall not be deemed to: (ai) be the successor of any Seller, (bii) have, de facto, or otherwise, merged with or into SellersSeller, (ciii) be a mere continuation or substantial continuation of Sellers Seller or the enterprise(s) of Sellers Seller, or (div) be liable or have any Liability for any acts or omissions of Sellers Seller in the conduct of their businesses the Business or arising under or related to the Acquired Purchased Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser shall have no Liability not be liable for any Claim or Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired AssetsEncumbrances) against Sellers Seller or any of Sellers Seller’s predecessors or Affiliates, and Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the ClosingDate, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of SellersBusiness, the Acquired Purchased Assets or any Liability Liabilities of Sellers Seller arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in of this Section 6.158.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, to the fullest extent permitted by applicable Law (including under Section 363 of the Bankruptcy Code), upon the closingClosing, Purchaser Buyer shall not be deemed to: (a) be the successor of any Seller, (b) have, de facto, or otherwise, merged with or into Sellers, (c) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers or (d) be liable or have any Liability for any acts or omissions of Sellers in the conduct of their businesses or arising under or related to the Acquired Purchased Assets other than the Assumed Liabilities and Permitted Encumbrances or as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser Buyer shall have no Liability for any Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired Purchased Assets) against Sellers or any of Sellers Sellers’ predecessors or Affiliates, and Purchaser Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of Sellers, the Acquired Purchased Assets or any Liability of Sellers arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in this Section 6.157.11.

No Successor Liability. The Parties intend that, to the fullest extent permitted by applicable Law (including under Section 363 36 of the Bankruptcy Code), upon the closing, Purchaser shall not be deemed to: (a) be the successor of any Seller, (b) have, de facto, or otherwise, merged with or into Sellers, (c) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers or (d) be liable or have any Liability for any acts or omissions of Sellers in the conduct of their businesses or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser shall have no Liability for any Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against Sellers or any of Sellers predecessors or Affiliates, and Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of Sellers, the Acquired Assets or any Liability of Sellers arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in this Section 6.156.13.

No Successor Liability. The Parties intend that, to the fullest extent permitted by Except where expressly prohibited under applicable Law (including under Section 363 of the Bankruptcy Code)law , upon the closingClosing, Purchaser the Buyers shall not be deemed to: (a) be the successor of any Seller, the Filing Affiliates; (b) have, de facto, or otherwise, merged with or into Sellers, the Filing Affiliates; (c) be a mere continuation or substantial continuation of Sellers the Filing Affiliates or the enterprise(s) of Sellers the Filing Affiliates; or (d) be liable or have any Liability for any acts or omissions of Sellers the Filing Affiliates in the conduct of their businesses the Business or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser Buyers shall have no Liability not be liable for any Encumbrance (other than Claims against the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against Sellers Filing Affiliates or any of Sellers their predecessors or Affiliatesaffiliates, and Purchaser the Buyers shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the ClosingDate, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of Sellers, the Acquired Assets Business or any Liability obligations of Sellers the Filing Affiliates arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Parties Buyers acknowledge and agree that this Section 14.6 shall not in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the Sale Order shall contain provisions substantially in application of the form Alternate Procedure set forth in this Section 6.155 of the Revenue Procedure 2004-53.

No Successor Liability. The Parties intend that, to the fullest extent permitted by applicable Law (including under Section 363 of the Bankruptcy Code), upon the closingClosing, Purchaser Buyer shall not be deemed to: (a) be the successor of any Seller, (b) have, de facto, or otherwise, merged with or into Sellers, (c) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers or (d) be liable or have any Liability for any acts or omissions of Sellers in the conduct of their businesses or arising under or related to the Acquired Purchased Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser Buyer shall have no Liability for any Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired Purchased Assets) against Sellers or any of Sellers predecessors or Affiliates, and Purchaser Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of Sellers, the Acquired Purchased Assets or any Liability of Sellers arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in this Section 6.157.11.

No Successor Liability. The Parties intend that, to the fullest extent permitted by Except where expressly prohibited under applicable Law (including under Section 363 of the Bankruptcy Code)law, upon the closingClosing, Purchaser the Buyers shall not be deemed to: (a) be the successor of any Seller, the Filing Affiliates; (b) have, de facto, or otherwise, merged with or into Sellers, the Filing Affiliates; (c) be a mere continuation or substantial continuation of Sellers the Filing Affiliates or the enterprise(s) of Sellers the Filing Affiliates; or (d) be liable or have any Liability for any acts or omissions of Sellers the Filing Affiliates in the conduct of their businesses the Business or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser Buyers shall have no Liability not be liable for any Encumbrance (other than Claims against the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against Sellers Filing Affiliates or any of Sellers their predecessors or Affiliatesaffiliates, and Purchaser the Buyers shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the ClosingDate, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of Sellers, the Acquired Assets Business or any Liability obligations of Sellers the Filing Affiliates arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Parties Buyers acknowledge and agree that this Section 14.6 shall not in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the Sale Order shall contain provisions substantially in application of the form Alternate Procedure set forth in this Section 6.155 of the Revenue Procedure 2004-53.

No Successor Liability. The Parties intend that, to the fullest extent permitted by except where expressly prohibited under applicable Law (including under Section 363 of the Bankruptcy Code)Law, upon the closingClosing, Purchaser shall not be deemed to: (ai) be the successor of any Seller, (bii) have, de facto, or otherwise, merged with or into SellersSeller, (ciii) be a mere continuation or substantial continuation of Sellers Seller or the enterprise(s) of Sellers Seller, or (div) be liable or have any Liability for any acts or omissions of Sellers Seller in the conduct of their businesses the Business or arising under or related to the Acquired Purchased Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser shall have no Liability not be liable for any Encumbrance obligations, interests, Claims, Liabilities or Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired AssetsEncumbrances) against Sellers Seller or any of Sellers Seller’s predecessors or Affiliates, and Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the ClosingDate, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of SellersBusiness, the Acquired Purchased Assets or any Liability Liabilities of Sellers Seller arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in of this Section 6.158.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, to the fullest extent permitted by applicable Law (including under Section 363 363(f) of the Bankruptcy Code), upon the closingClosing, Purchaser Buyer shall not be deemed to: (a) be the successor of or successor employer any Seller, including with respect to Environmental Liabilities; (b) have, de facto, facto or otherwise, merged with or into Sellersany Seller; (c) have any common law successor liability in relation to any Multiemployer Plan, including with respect to withdrawal liability or contribution obligations, (cd) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers any Seller; or (de) be liable or have any Liability for any acts or omissions of Sellers any Seller in the conduct of their businesses the Business or arising under under, or related to to, the Acquired Assets Transferred Assets, other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser Buyer shall have no Liability not be liable for any Encumbrance Liability or Lien (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired AssetsLiabilities) against Sellers the Debtors or any of Sellers the Debtors’ predecessors or Affiliates, and Purchaser Buyer shall have no successor or vicarious liability Liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the ClosingDate, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of SellersBusiness, the Acquired Transferred Assets or any Liability Liabilities of Sellers arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth of this ‎Section 6.9 shall be reflected in this Section 6.15the Sale Order.

No Successor Liability. The Parties intend that, to the fullest extent permitted by except where expressly prohibited under applicable Law (including under Section 363 of the Bankruptcy Code)Law, upon the closingClosing, Purchaser shall not be deemed to: (a) be the successor of any SellerSellers as it is not acquiring Sellers’ equity or all of Sellers’ assets, (b) have, de facto, or otherwise, merged with or into Sellers, (c) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers Sellers, or (d) be liable or have any Liability for any acts or omissions of Sellers in the conduct of their businesses the Business or arising under or related to Sellers’ use or ownership of the Acquired Purchased Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser shall have no Liability not be liable for any Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired AssetsEncumbrances) against Sellers or any of Sellers Sellers’ predecessors or Affiliatesaffiliates, and Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the ClosingDate, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of SellersBusiness, the Acquired Purchased Assets or any Liability liabilities of Sellers arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in of this Section 6.159.10 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, to the fullest extent permitted by applicable Law (including under Section 363 section 363(f) of the Bankruptcy Code), upon the closingClosing, Purchaser the Buyer shall not be deemed to: (a) be the successor of any SellerSeller Party, including with respect to any Collective Bargaining Agreement and any Employee Plans (except for any Assumed Benefit Plans), (b) have, de facto, facto or otherwise, merged with or into Sellersany Seller Party, (c) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers any Seller Party, or (d) be liable or have any Liability for any acts or omissions of Sellers the Seller Parties in the conduct of their businesses the Business or arising under under, or related to to, the Acquired Assets Transferred Assets, other than as expressly set forth and agreed in this Agreement. The Parties acknowledge and agree that the Transaction was subject to arm’s-length negotiating by Xxxxx and all Seller Parties. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend acknowledge and agree that Purchaser the Buyer and Xxxxx’s Affiliates (y) shall have no Liability not be liable for any Encumbrance Liability or Lien (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired AssetsLiabilities) against Sellers the Debtors or any of Sellers the Debtors’ predecessors or AffiliatesAffiliates (other than those of the Transferred Entities), and Purchaser (z) shall have no successor or vicarious liability Liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the ClosingDate, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of SellersBusiness, the Acquired Assets Transferred Assets, any Excluded Liabilities or any Liability other Liabilities of Sellers the Seller Parties arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in of this Section 6.156.12 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend thatUpon the Closing, to it is the fullest extent permitted by applicable Law (including under Section 363 intent of the Bankruptcy Code), upon parties that the closing, Purchaser Buyer shall not be deemed todeemed: (a) to be the successor of the Seller or any Sellerof its Affiliates (including, but not limited to, any status as a “successor employer” of Seller or any Affiliate of Seller under COBRA with respect to any current or former Benefit Plan or any current or former practice by Seller or any Affiliate of Seller to provide or make available group health plan coverage to any former employee or non-employee service provider or other non-employee individual (and their spouses and dependents)); (b) to have, de facto, or otherwise, merged with or into Sellers, the Seller or any of its Affiliates; (c) to be a mere continuation or substantial continuation of Sellers the Seller or any of its Affiliates or the enterprise(s) of Sellers the Seller or any of its Affiliates; or (d) to be liable or have any Liability for any acts or omissions of Sellers the Seller or any of its Affiliates in the conduct of their businesses the Business or arising under or related to the Acquired Assets Sold Assets, other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, it is the Parties intend intention of the parties that Purchaser the Buyer shall have no Liability not be liable for any Encumbrance (other than claims against the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against Sellers Seller or its Affiliates or any of Sellers predecessors or Affiliatestheir predecessors, and Purchaser the Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of Sellers, the Acquired Assets Business or any Liability obligations of Sellers the Seller or its Affiliates arising prior to the Closing of the Transactions, except as expressly provided in this Agreement, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to any period occurring the operation of the Business prior to, to the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in this Section 6.15Closing.

No Successor Liability. The Parties intend that, to the fullest extent permitted Except where expressly prohibited under applicable law or otherwise expressly ordered by applicable Law (including under Section 363 of the Bankruptcy Code)Court, upon the closingClosing, Purchaser the Buyers shall not be deemed to: to (a) be the successor of any Sellerthe Filing Affiliates, (b) have, de facto, or otherwise, merged with or into Sellersthe Filing Affiliates, (c) be a mere continuation or substantial continuation of Sellers the Filing Affiliates or the enterprise(s) of Sellers the Filing Affiliates, or (d) be liable or have any Liability for any acts or omissions of Sellers the Filing Affiliates in the conduct of their businesses the Business or arising under or related to the Acquired Purchased Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser Buyers shall have no Liability not be liable for any Encumbrance (other than Claims against the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against Sellers Filing Affiliates or any of Sellers their predecessors or Affiliatesaffiliates, and Purchaser the Buyers shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with of the transactions contemplated to occur on the ClosingSale, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of Sellers, the Acquired Assets Business or any Liability obligations of Sellers the Filing Affiliates arising prior to the Closing of the Sale, except as provided in the Agreement, including, but not limited to, liabilities on account of any taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to any period occurring the operation of the Business prior to, 105 to the Closing Dateof the Sale. The Parties Buyers acknowledge and agree that the Sale Order shall contain provisions substantially in the form set forth in this Section 6.1512.6 shall not in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement.

No Successor Liability. The Parties intend that, to except as included in the fullest extent permitted by applicable Law (including under Section 363 of the Bankruptcy Code)Assumed Liabilities, upon the closingClosing, Purchaser Buyer shall not be deemed to: (a) be the successor of or successor employer (as described under COBRA and applicable regulations thereunder) to Sellers, including with respect to any SellerCollective Bargaining Agreements and any Benefit Plans (except for Buyer Benefit Plans), under the Coal Act, and any common law successor liability in relation to the UMWA 1974 Pension Plan, including with respect to withdrawal liability; (b) have, de facto, or otherwise, merged with or into Sellers, ; (c) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers Sellers; or (d) be liable or have any Liability for any acts or omissions of Sellers in the conduct of their businesses the Business or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties intend that Purchaser Buyer shall have no Liability not be liable for any Encumbrance Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired AssetsEncumbrances) against Sellers any Seller or any of Sellers its predecessors or Affiliates, and Purchaser shall that Buyer have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the Closingwhether fixed or contingent, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of SellersBusiness, the Acquired Assets or any Liability Liabilities of Sellers any Seller arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the Sale Order shall contain provisions substantially in the form set forth in of this Section 6.158.9 shall be reflected in the Sale Order.

No Successor Liability. The Parties parties intend that, to except as included in the fullest extent permitted by applicable Law (including under Section 363 of the Bankruptcy Code)Assumed Obligations, upon the closingClosing, Purchaser shall not be deemed to: (a) be the successor of or successor employer to Sellers, including with respect to COBRA, any SellerCollective Bargaining Agreements, any Benefit Plans (including with respect to any withdrawal Liability) and any common law successor Liability; (b) have, de facto, or otherwise, merged with or into Sellers, ; (c) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers Sellers; or (d) be liable or have any Liability for any acts or omissions of Sellers in the conduct of their businesses the Business or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Parties parties intend that Purchaser shall have no Liability not be liable for any Encumbrance Liens (other than the Assumed Liabilities Obligations and Permitted Encumbrances on the Acquired AssetsLiens) against Sellers any Seller or any of Sellers its predecessors or Affiliates, and that Purchaser shall have no successor or vicarious liability Liability of any kind or character whether known or unknown as of the Closing Date or in connection with the transactions contemplated to occur on the Closingwhether fixed or contingent, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the businesses of SellersBusiness, the Acquired Assets or any Liability Liabilities of Sellers any Seller arising prior to, or relating to any period occurring prior to, the Closing Date. The Parties parties agree that the Sale Order shall contain provisions substantially in the form set forth in of this Section 6.156.6 shall be reflected in the Sale Order.