Common use of No Successor Liability Clause in Contracts

No Successor Liability. The parties intend that, upon Closing, Buyer shall not be deemed to: (a) be the successor of or 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; (b) have, de facto or otherwise, merged with or into Sellers; (c) be a mere continuation or substantial continuation of Sellers, the Business, or Sellers’ enterprise(s); or (d) be liable for any acts or omissions of Sellers in the conduct of the Business or arising under or related to the Purchased Assets or the Assumed Liabilities. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement and/or the Sale Approval Order, the parties intend that Buyer shall not be liable for any Adverse Interests against any Seller or any of its Affiliates, and that Buyer shall no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or whether fixed or contingent, existing or hereafter arising, with respect to the Business, the Purchased Assets or any Liabilities of any Seller arising on or prior to the Closing Date. The parties agree that a provision to effectuate this Section 9.4.4 shall be reflected in the Sale Approval Order.

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

No Successor Liability. The parties hereto intend that, except where expressly prohibited under applicable Law (including under Section 363 of the Bankruptcy Code), upon the Closing, Buyer the Buyers shall not be deemed to: (ai) be the successor of or successor employer to Sellers for any purpose or under any theorySeller, including as described under COBRA and applicable regulations thereunder, including with respect to any Collective Bargaining Agreement and any Employee Benefit Plans; (bii) have, de facto facto, or otherwise, merged with or into Sellers; any Seller, (ciii) be a mere continuation or substantial continuation of Sellers, any Seller or the Businessenterprise(s) of any Seller, or Sellers’ enterprise(s); or (div) 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 or the Assumed Liabilitiesother than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement and/or the Sale Approval OrderAgreement, the parties hereto intend that Buyer Buyers shall not be liable for any Adverse Interests Lien (other than Assumed Liabilities and Permitted Liens) against any Seller or any of its such Seller's predecessors or Affiliates, and that Buyer Buyers shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date Date, whether now existing or hereafter arising, or whether fixed or contingent, existing or hereafter arising, with respect to the Business, the Purchased Assets or any Liabilities of any Seller arising on or prior to the Closing Date. The parties Parties agree that a provision to effectuate the provisions substantially in the form of this Section 9.4.4 section shall be reflected in the Sale Approval Order.

No Successor Liability. The parties Parties intend that, except where expressly prohibited under applicable Legal Requirement, upon the Closing, Buyer shall not be deemed to: (ai) be the successor of or successor employer to Sellers for any purpose or under any theory, including as described under COBRA and applicable regulations thereunderSeller, including with respect to any Collective Bargaining Agreement and any Employee Benefit Plans; employee benefit plan, policy, program, agreement or arrangement, (bii) have, de facto facto, or otherwise, merged with or into Sellers; Seller, (ciii) be a mere continuation or substantial continuation of Sellers, Seller or the Businessenterprise(s) of Seller, or Sellers’ enterprise(s); or (div) 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 or the Assumed Liabilitiesother than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement and/or the Sale Approval OrderAgreement, the parties Parties intend that Buyer shall not be liable for any Adverse Interests Encumbrances (other than Assumed Liabilities) against any Seller or any of its Seller’s predecessors or Affiliates, and that Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date Date, whether now existing or hereafter arising, or whether fixed or contingent, existing or hereafter arising, with respect to the Businessbusiness of Seller, the Purchased Acquired Assets or any Liabilities of any Seller arising on or prior to the Closing Date. The parties agree that a provision to effectuate this Section 9.4.4 shall be reflected in the Sale Approval Order.

No Successor Liability. The parties Parties intend that, that upon the Closing, Buyer shall not be deemed to: (a) be the successor of or successor employer to Sellers for any purpose or under any theory, including (as described under COBRA and applicable regulations thereunder) to Seller or any of its Affiliates, including with respect to any Collective Bargaining Agreement Benefit Plans, and any Employee Benefit Planswithdrawal liability; (b) have, de facto facto, or otherwise, otherwise merged with or into SellersSeller; (c) be a mere continuation or substantial continuation of Sellers, Seller or the Business, or Sellers’ enterprise(s)) of Seller; or (d) be liable for any acts or omissions of Sellers any Seller Party or their Affiliates in the conduct of the Business or arising under or related to the Purchased Assets or the Assumed Liabilitiesotherwise other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement and/or the Sale Approval OrderAgreement, the parties Parties intend that the Buyer Parties shall not be liable for any Adverse Interests Encumbrances (other than Assumed Liabilities) against any Seller Party or any of its Affiliatestheir predecessors or Affiliates or any of the Purchased Assets, and that the Buyer Parties shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or whether fixed or contingent, existing or hereafter arising, with respect to the Business, the Purchased Assets or any Liabilities of any Seller arising on Party or prior to the Closing Date. The parties agree that a provision to effectuate this Section 9.4.4 shall be reflected in the Sale Approval Ordertheir Affiliates.

No Successor Liability. The parties Parties intend that, to the fullest extent permitted by Law (including under Section 363(f) of the Bankruptcy Code), upon the Closing, . Buyer shall not be deemed to: (a) be the successor of any Seller or successor employer to Sellers for any purpose or under any theory, including as described under COBRA and applicable regulations thereunder, of its Affiliates (including with respect to any Collective Bargaining Agreement and Withdrawal Liability or contribution obligations, whether arising prior to, on or after, the Closing Date, or with respect to the assumption of contribution history associated with any Employee Benefit Plans; Multiemployer Plan), (b) have, de facto or otherwise, merged with or into Sellers; any Seller or any of its Affiliates, (c) be a mere continuation or substantial continuation of Sellersany Seller or any of its Affiliates, the Business, or Sellers’ enterprise(s); or (d) be liable for any acts or omissions of Sellers or any of their Affiliates in the conduct of the Business or arising under under, or related to to, the Purchased Transferred Assets or the Assumed LiabilitiesBusiness, other than as expressly set forth in Section 2.02(e). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement and/or the Sale Approval OrderAgreement, the parties Parties intend that Buyer shall not be liable for any Adverse Interests Liability or Lien (other than Assumed Liabilities) against any Seller Sellers or any of its Sellers’ predecessors or Affiliates, and that Buyer shall have no successor or vicarious liability Liability of any kind or character whether known or unknown as of the Closing Date Date, whether now existing or hereafter arising, or whether fixed or contingent, existing or hereafter arising, with respect to the Business, the Purchased Transferred Assets or any Liabilities of Sellers or any Seller of their Affiliates arising on or prior to the Closing Date. The parties Parties agree that a provision to effectuate the provisions substantially in the form of this Section 9.4.4 6.11 shall be reflected in the Sale Approval OrderOrder with respect to Sellers.