Common use of No Successor Liability Clause in Contracts

No Successor Liability. The Parties intend that, to the fullest extent permitted by Law (including under Section 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 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 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 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, to the fullest extent permitted by Law (including under Section 363 of the Bankruptcy Code), 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 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 Encumbrance (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 intend agree that, to the fullest extent permitted by Law (including under Section 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 the Sellers, (iii) be a mere continuation or substantial continuation of the Sellers or the enterprise(s) enterprise of Sellers 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 Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) against the Sellers or any of Sellers 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, to the fullest extent permitted by Law (including except where expressly prohibited under Section 363 of the Bankruptcy Code)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 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 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 8.10 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, to the fullest extent permitted by Law (including except where expressly prohibited under Section 363 of the Bankruptcy Code)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 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 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 shall be reflected in the Sale Order.

No Successor Liability. The Parties parties intend that, to the fullest extent permitted by Law (including under Section 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 Liability or 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.