Common use of No Successor Liability Clause in Contracts

No Successor Liability. The parties intend that upon the Closing, Purchaser and its Affiliates shall not and shall not be deemed to: (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to Seller, including, a “successor employer” for the purposes of the Internal Revenue Code of 1986, the Employee Retirement Income Security Act of 1974, or other applicable laws; (b) except as set forth herein, have any responsibility or liability for any obligations of Seller, or any affiliate of Seller based on any theory of successor or similar theories of liability; (c) have, de facto or otherwise, merged with or into any of Seller; (d) be an alter ego or a mere continuation or substantial continuation of any of Seller (and there is no continuity of enterprise between Purchaser and Seller), including, within the meaning of any foreign, federal, state or local revenue, pension, ERISA, tax, labor, employment, environmental, or other law, rule or regulation (including filing requirements under any such laws, rules or regulations), or under any products liability law or doctrine with respect to Seller’s liability under such law, rule or regulation or doctrine; or (e) be holding itself out to the public as a continuation of Seller or its estate.

No Successor Liability. The parties intend Parties intend, and the Sale Order shall provide, that upon the Closing, Purchaser Closing the Buyer and its their respective Affiliates shall not and shall not be deemed to: (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to SellerSellers, including, a “successor employer” for the purposes of the Internal Revenue Code of 1986IRC, the Employee Retirement Income Security Act of 1974, or other applicable lawsLaws; (b) except as set forth herein, have any responsibility or liability Liability for any obligations of SellerSellers, or any affiliate of Seller Sellers based on any theory of successor or similar theories of liabilityLiability; (c) have, de facto or otherwise, merged with or into any of SellerSellers; (d) be an alter ego or a mere continuation or substantial continuation of any of Seller Sellers (and there is no continuity of enterprise between Purchaser the Buyer and Sellerany Sellers), including, within the meaning of any foreign, federal, state or local revenue, pension, ERISA, tax, labor, employment, environmental, or other lawLaw, rule or regulation (including filing requirements under any such lawsLaws, rules or regulations), or under any products liability law Law or doctrine with respect to Seller’s liability Sellers’ Liability under such lawLaw, rule or regulation or doctrine; or (e) be holding itself out to the public as a continuation of Seller any of Sellers or its estatetheir respective estates.

No Successor Liability. The parties Parties intend that upon the Closing, Purchaser the Buyer, Agent and its their respective Affiliates shall not and shall not be deemed to: (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to SellerSellers, including, a “successor employer” for the purposes of the Internal Revenue Code of 1986, the Employee Retirement Income Security Act of 1974, or other applicable laws; (b) except as set forth herein, have any responsibility or liability for any obligations of SellerSellers, or any affiliate of Seller Sellers based on any theory of successor or similar theories of liability; (c) have, de facto or otherwise, merged with or into any of SellerSellers; (d) be an alter ego or a mere continuation or substantial continuation of any of Seller Sellers (and there is no continuity of enterprise between Purchaser the Buyer and any Seller), including, within the meaning of any foreign, federal, state or local revenue, pension, ERISA, tax, labor, employment, environmental, or other law, rule or regulation (including filing requirements under any such laws, rules or regulations), or under any products liability law or doctrine with respect to Seller’s Sellers’ liability under such law, rule or regulation or doctrine; or (e) be holding itself out to the public as a continuation of Seller any of Sellers or its estatetheir respective estates.