Non-Assumed Liabilities. The Buyer shall not assume nor be responsible for any liabilities or obligations of the Seller or any of its Affiliates other than the Assumed Liabilities (the "Non-Assumed Liabilities") and those liabilities and obligations that arise from the Buyer's operation and management of the Assets.
Non-Assumed Liabilities. Except for the Assumed Liabilities set forth in Section 3.1, Purchasers shall not assume, nor in any way become liable for, any liabilities or obligations of Sellers related to the Purchased Assets or the Healthcare Facilities. Without limiting the foregoing, Purchaser shall not assume, nor in any way become liable for, any liabilities obligations, governmental overpayments, claims against or contracts or obligations of Sellers, any of their Affiliates, or the Healthcare Facilities, of any kind or nature, at any time existing or asserted, whether or not accrued, whether fixed, contingent or otherwise, whether known or unknown, and whether or not recorded on the books and records of Sellers or any of their Affiliates, arising out of or by reason of this transaction or any other transaction or event occurring or condition existing prior to Closing. Without limiting the generality of the foregoing, Purchaser will not assume or be liable for: (i) any indebtedness of any kind, including any capitalized leases, current portion of long-term debt and long-term debt (less current maturities), and any liabilities not reflected on the balance sheets included in the Financial Statements, except for the MOB Liabilities; (ii) any intercompany liabilities or amounts due to Affiliates, whether current portion or otherwise; (iii) any liabilities of Sellers, their Affiliates or any of their respective ERISA Affiliates (as defined below), with respect to any retirement, deferred compensation, health, welfare or benefit plan or program (including the Employee Plans, retiree welfare plans or obligations), to or with respect to any individual, whether or not governed by ERISA, including any “church plans”; (iv) any liabilities arising out of or related to Medicare or Medicaid Cost Reports or settlements related to any period prior to Closing, or any liability determined by any action, proceeding or program integrity audit by the Centers for Medicare and Medicaid Services (“CMS”) used to detect and correct improper Medicare/Medicaid payments (a “PI Audit”) or by any commercial payor (a “Commercial Payor Audit”) which is related to any period prior to Closing ; (v) any liabilities of Sellers or any of their Affiliates and any liabilities arising from or related to the conditions of the Purchased Assets prior to Closing under Environmental Laws; or (vi) any liabilities of Sellers or any of their Affiliates or accruing or arising on or before the Closing Date, unless expressly set ...
Non-Assumed Liabilities. Notwithstanding anything to the contrary set forth in Section 12.01, Buyer does not assume liabilities related to the following issues and Seller assumes and agrees to pay, perform and discharge all of the following obligations:
Non-Assumed Liabilities. Except for those liabilities expressly assumed by Buyer pursuant to Section 2.8.1 hereof, Buyer assumes no other liabilities of any kind or description whether connected with the business and operations of the System, Seller or otherwise, including, without limitation, all claims, liabilities, obligations, requirements, penalties, fines or costs (including costs of environmental remediation or removal) arising from the ownership or operation of any of the Assets or the business and operations of the System or Seller prior to the Closing Date (such liabilities of the System or Seller which are not assumed by Buyer are hereinafter collectively referred to as the "Non-Assumed Liabilities"). Without limiting the foregoing, Buyer assumes no liabilities or obligations under any Affiliate Transactions (as defined in Section 3.22) -15- 21 or any Benefit Plans. All Non-Assumed Liabilities shall remain with and be solely the responsibility of Seller.
Non-Assumed Liabilities. Capital does not assume any loans of Prospect to its shareholders, their Affiliates (as defined herein) or to their families. Such persons shall affirmatively relieve Capital of any obligations pursuant to such loans. In addition, Capital does not assume any other debt or liability other than as presented in section 2.3.
Non-Assumed Liabilities. Seller shall pay and discharge, promptly when due (including all Lease Cure Costs relating to periods prior to the Closing Date), all Non-Assumed Liabilities. If, at Buyer's option, any Non-Assumed Liabilities (including any Lease Cure Costs) relating to the Transferred Assets are paid or discharged by Buyer, Seller shall reimburse Buyer therefor to the extent paid or discharged by Buyer, upon presentation by Buyer of invoices and other documentation reasonably satisfactory to Seller indicating the amounts due (except to the extent the Purchase Price is reduced pursuant to Section 2.2(b)). Notwithstanding the foregoing, Buyer shall not pay or discharge any Non-Assumed Liabilities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, unless the failure to pay or discharge such Non-Assumed Liabilities (including any Lease Cure Costs) could reasonably be expected to have a material adverse effect on Buyer or any of the Store Leases or, taken as a whole, the FF&E, or on the ability of the parties to consummate the transactions contemplated by this Agreement (including the ability of the parties to obtain Lessor's Consents), in which case Buyer shall give notice of such payment or discharge to Seller but no consent of Seller shall be required. To the extent practicable, Buyer will give Seller prior notice of its intention to pay or discharge any Non-Assumed Liabilities (with respect to which Seller's consent is not required hereunder) and the opportunity to settle such matter with the third party prior to payment or discharge thereof by Buyer. The provisions of this Section 10.1 are for the sole benefit of Buyer and its successors, assigns, subsidiaries and affiliates and are not intended, nor shall they be construed, to confer any rights upon any third party.
Non-Assumed Liabilities. Notwithstanding anything to the contrary set forth in Section 12.01, Xxxxx does not assume liabilities related to the following issues and Seller assumes and agrees to pay, perform and discharge all of the following obligations:
Non-Assumed Liabilities. (a) The consideration for the Assets shall be the delivery on the Closing Date by the Purchaser to the Seller of 1,100,000 shares of Purchaser's unrestricted common stock pursuant to the attached subscription agreement.
Non-Assumed Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume, and shall be deemed not to have assumed, any Seller Liabilities or any obligations or liabilities of any of their Subsidiaries or Affiliates or the Business, other than the Assumed Liabilities specified in Section 2.3(a) (collectively, the “Non-Assumed Liabilities”). For purposes of clarity, each of (a) any liabilities or obligations with respect to any Employee Benefit Plan, Canadian Plan, Canadian Union Plan, the Key Employee Incentive Plan, the Canada Pension Plan, the Quebec Pension Plan or other such plans created by an Applicable Law or administered by a Governmental Entity, (b) any Cure Amounts, (c) any liabilities or obligations of Sellers with respect to Taxes with respect to Sellers, the Business, or the Acquired Assets (except as provided in Section 6.10), (d) other claims (including Taxes) against or relating to any of the Acquired Assets, Assumed Liabilities and/or the Business arising prior to the Closing Date, and (e) Employee Obligations in excess of $30 million in the aggregate, shall be Non-Assumed Liabilities.
Non-Assumed Liabilities. (a) Except for the Assumed Liabilities, Buyer does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement, or of any instrument, paper or document delivered by it pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed or become a successor to, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness (whether absolute, accrued, or contingent, whether filed or asserted prior to or after the Closing Date) all of which, except for the Assumed Liabilities, Seller agrees to pay, satisfy, discharge and perform (the "Excluded Liabilities"). The Excluded Liabilities shall include, without limitation, those liabilities, obligations and contingencies set forth on Section 7.2 of the Disclosure Schedule.
