Common use of No Successor Liability Clause in Contracts

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser shall not be deemed to: (i) be the successor of Sellers, (ii) have, de facto, or otherwise, merged with or into Sellers, (iii) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers, or (iv) be liable for any acts or omissions of Sellers in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances (other than Assumed Liabilities and Permitted Encumbrances) 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Sellers arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser shall not be deemed to: (i) be the successor of SellersSeller, (ii) have, de facto, or otherwise, merged with or into SellersSeller, (iii) be a mere continuation or substantial continuation of Sellers Seller or the enterprise(s) of SellersSeller, or (iv) be liable for any acts or omissions of Sellers Seller in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser shall not be liable for any obligation, interest, Claim, Liabilities Claim or Encumbrances Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Sellers Seller arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser Buyer shall not be deemed to: (ia) be the successor of Sellersor successor employer to Sellers for any purpose or under any theory, including as described under COBRA and applicable regulations thereunder, including with respect to any Collective Bargaining Agreement and any Employee Benefit Plans; (iib) have, de facto, facto or otherwise, merged with or into Sellers, ; (iiic) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers, the Business, or Sellers’ enterprise(s); or (ivd) be liable for any acts or omissions of Sellers in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreementor the Assumed Liabilities. Without limiting the generality of the foregoing, and except as otherwise provided in this AgreementAgreement and/or the Sale Approval Order, the Parties parties intend that Purchaser Buyer shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances (other than Assumed Liabilities and Permitted Encumbrances) Adverse Interests against Sellers any Seller or any of Sellers’ predecessors or its Affiliates, and Purchaser that Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, Date or whether fixed or contingent, existing or hereafter arising, with respect to the Business, the Purchased Assets or any Liabilities of Sellers any Seller arising on or prior to the Closing Date. The Parties parties agree that the provisions substantially in the form of a provision to effectuate this Section 8.13 9.4.4 shall be reflected in the Sale Approval Order.

No Successor Liability. The Parties intend that, except where expressly prohibited to the fullest extent permitted by Law (including under applicable LawSection 363(f) of the Bankruptcy Code), upon the Closing, Purchaser Buyer shall not be deemed to: (ia) be the successor of Sellersor successor employer any Seller, including with respect to Environmental Liabilities; (iib) 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, (iiid) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers, any Seller; or (ive) be liable for any acts or omissions of Sellers any Seller in the conduct of the Business or arising under under, or related to to, the Purchased Assets Transferred Assets, other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser Buyer shall not be liable for any obligation, interest, Claim, Liabilities Liability or Encumbrances Lien (other than Assumed Liabilities and Permitted EncumbrancesLiabilities) against Sellers the Debtors or any of Sellersthe 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Transferred Assets or any Liabilities of Sellers arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 ‎Section 6.9 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend agree that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser the Buyer shall not be deemed to: (i) be the successor of Sellersthe Seller, (ii) have, de facto, or otherwise, merged with or into the Sellers, (iii) be a mere continuation or substantial continuation of the Sellers or the enterprise(s) enterprise of the Sellers, or (iv) be liable for any acts or omissions of the Sellers in the conduct of the Business Sellers’ business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend agree that Purchaser the Buyer shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances (other than Assumed Liabilities and Permitted Encumbrances) Encumbrance against the Sellers or any of the Sellers’ predecessors or Affiliates, 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the BusinessSeller’s business, the Purchased Assets Assets, or any Liabilities of the Sellers arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser shall not be deemed to: (ia) be the successor of Sellers as it is not acquiring Sellers’ equity or all of Sellers’ assets, (iib) have, de facto, or otherwise, merged with or into Sellers, (iiic) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers, or (ivd) be liable for any acts or omissions of Sellers in the conduct of the Business or arising under or related to Sellers’ use or ownership of the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) against Sellers or any of 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities liabilities of Sellers arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 9.10 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, except where expressly prohibited to the fullest extent permitted by Law (including under applicable LawSection 363 of the Bankruptcy Code), upon the Closing, Purchaser shall not be deemed to: (i) be the successor of Sellers, (ii) have, de facto, or otherwise, merged with or into Sellers, (iii) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers, Sellers or (iv) be liable for any acts or omissions of Sellers in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) against Sellers or any of Sellers’ 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Sellers arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties parties intend that, except where expressly prohibited to the fullest extent permitted by Law (including under applicable LawSection 363 of the Bankruptcy Code), upon the Closing, Purchaser the Buyer shall not be deemed to: (i) be the successor of Sellersthe Seller, (ii) have, de facto, or otherwise, merged with or into Sellersthe Seller, (iii) be a mere continuation or substantial continuation of Sellers the Seller or the enterprise(s) of Sellers, the Seller or (iv) be liable for any acts or omissions of Sellers the Seller in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties parties intend that Purchaser the Buyer shall not be liable for any obligation, interest, Claim, Liabilities Liability or Encumbrances Encumbrance (other than Assumed Liabilities and Permitted EncumbrancesLiabilities) against Sellers the Seller or any of Sellers’ the Seller’s predecessors or Affiliates, and Purchaser the Buyer shall have no successor or vicarious liability Liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Sellers the Seller arising prior to the Closing Date. The Parties parties agree that the provisions substantially in the form of this Section 8.13 6.4 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser shall not be deemed to: (i) be the successor of Sellers, (ii) have, de facto, or otherwise, merged with or into Sellers, (iii) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers, or (iv) be liable for any acts or omissions of Sellers in the conduct of the Business any business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Sellers arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 8.10 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser shall not be deemed to: (i) be the successor of SellersSeller, (ii) have, de facto, or otherwise, merged with or into SellersSeller, (iii) be a mere continuation or substantial continuation of Sellers Seller or the enterprise(s) of SellersSeller, or (iv) be liable for any acts or omissions of Sellers Seller in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser shall not be liable for any obligationobligations, interestinterests, ClaimClaims, Liabilities or Encumbrances (other than Assumed Liabilities and Permitted Encumbrances) 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Sellers Seller arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser Buyer shall not be deemed to: (ia) be the successor of or successor employer (as described under COBRA and the applicable regulations thereunder) to Sellers, including with respect to any employee benefit plans, (iib) have, have de facto, facto or otherwise, merged with or into Sellers, ; (iiic) be a mere continuation or substantial continuation of Sellers or the enterprise(s) enterprises of Sellers, ; or (ivd) be liable for any acts or omissions of Sellers in the conduct of the Business or arising under or related Business, other than with respect to the Purchased Assets other than as set forth in this AgreementAssumed Liabilities. Without limiting the generality of the foregoing, and except as otherwise specifically provided in this the Agreement, the Parties parties hereto intend that Purchaser Buyer shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances (other than Assumed Liabilities and Permitted Encumbrances) Interests against Sellers any Seller or any of Sellers’ predecessors or its Affiliates, and Purchaser that Buyer shall have no successor or vicarious liability Liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, Date or whether fixed or contingent, existing or hereafter arising, with respect to the Business, the Purchased Sale Property Assets or any Liabilities of Sellers any Seller arising on or prior to the Closing Date. The Parties agree that the provisions a provision substantially in the form of of, and with comparable effect (to the extent permitted by law), to this Section 8.13 8.4 shall be reflected in the Sale Order.

No Successor Liability. The Parties parties hereto intend that, except where expressly prohibited under applicable LawLaw (including under Section 363 of the Bankruptcy Code), upon the Closing, Purchaser the Buyers shall not be deemed to: (i) be the successor of Sellersany Seller, (ii) have, de facto, or otherwise, merged with or into Sellersany Seller, (iii) be a mere continuation or substantial continuation of Sellers any Seller or the enterprise(s) of Sellersany Seller, or (iv) be liable for any acts or omissions of Sellers any Seller in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties parties hereto intend that Purchaser Buyers shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances Lien (other than Assumed Liabilities and Permitted EncumbrancesLiens) against Sellers any Seller or any of Sellers’ such Seller's predecessors or Affiliates, and Purchaser Buyers shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Sellers any Seller arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 section shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser shall not be deemed to: (i) be the successor of Sellers, (ii) have, de facto, or otherwise, merged with or into Sellers, (iii) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers, or (iv) be liable for any acts or omissions of Sellers in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) against Sellers or any of Sellers’ 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Sellers arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable LawLegal Requirement, upon the Closing, Purchaser Buyer shall not be deemed to: (i) be the successor of SellersSeller, including with respect to any employee benefit plan, policy, program, agreement or arrangement, (ii) have, de facto, or otherwise, merged with or into SellersSeller, (iii) be a mere continuation or substantial continuation of Sellers Seller or the enterprise(s) of SellersSeller, or (iv) be liable for any acts or omissions of Sellers Seller in the conduct of the Business business of Seller or arising under or related to the Purchased Acquired Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Purchaser Buyer shall not be liable for any obligation, interest, Claim, Liabilities or Encumbrances (other than Assumed Liabilities and Permitted EncumbrancesLiabilities) against Sellers Seller or any of Sellers’ Seller’s 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, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Businessbusiness of Seller, the Purchased Acquired Assets or any Liabilities of Sellers Seller arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.