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. The Buyer shall not assume nor be responsible for any liabilities or obligations of the 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. 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. (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.
(b) Any instruments, papers and documents which shall be executed and delivered by Buyer in connection with the assumption of the Assumed Liabilities shall contain express and specific provisions to the effect that in respect of any Assumed Liabilities:
(i) Buyer shall have the right to resist, contest, defend against, litigate, compromise and/or otherwise dispose of any and all Assumed Liabilities to such extent and in such manner as Buyer, in its sole discretion, shall deem desirable, advisable and for its best interests, and Buyer shall be deemed to have performed its obligations under and pursuant to such instruments, papers and documents notwithstanding such resistance, contest, defense against, litigation, compromise or other disposition, so long as, and to the extent that, neither Seller nor its affiliates shall be required to pay, satisfy, discharge or perform any of the Assumed Liabilities; and
(ii) Nothing in any such instrument, paper or document, or in this Agreement, contained is intended to be construed, or shall be construed, as enlarging or extending in any manner, or to any extent, the period of limitations prescribed by any statute of limitations applicable to any of the Assumed Liabilities, or as enlarging or extending to any extent, or in any manner whatsoever, the rights which any owner, holder or obligee of any of the Assumed Liabilities has had, now has, or hereafter can, shall or may have in respect thereto against Seller, or as rendering valid, or enforceable, against Buyer any of the Assumed Liabilities which, for any reason whatsoever, would ...
Non-Assumed Liabilities. Seller shall at all times, without any responsibility or liability of, or recourse to, Purchaser or any of its directors, shareholders, officers, employees, agents, consultants, representatives, parent entities, affiliates, successors or assigns, absolutely and irrevocably be and remain solely liable and responsible for all Non-Assumed Liabilities. "Non-Assumed Liabilities" shall mean (i) any and all liabilities and obligations of any kind or nature (whether fixed or contingent, matured or unmatured, foreseen or unforeseen, known or unknown) ("Liabilities") existing or arising from or in connection with the EFTC Business at any time on or prior to the Closing; (ii) any and all Liabilities existing or arising from or in connection with the Honeywell Product Line on and prior to the Closing; and (iii) any Liabilities or claims which may be asserted against or imposed upon Purchaser by reason of its being a successor or transferee of Seller or as an acquiror of the Assets of the EFTC Business or otherwise as a matter of law. Without limitation of the foregoing, all of the following shall be Non-Assumed Liabilities for the purposes of this 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. Except as specifically described in Section 1.3, the Buyer does not and shall not assume or be responsible for any other liabilities or obligations of the Seller whatsoever including without limitation, the following liabilities of the Seller:
(i) Liabilities which are known or unknown, fixed, contingent or otherwise, whether or not incurred in the ordinary course of the Seller's business, which are not specifically enumerated in Section 1.3;
(ii) Any fees of counsel or other advisors, or other costs and expenses including, without limitation, taxes or assessments incurred by the Seller in connection with this Agreement or the transactions contemplated hereby;
(iii) Any tax liability, including applicable interest or penalties, and including net worth taxes, income taxes, payroll taxes and sales taxes, of the Seller whenever assessed, except for any tax liability arising with respect to the Purchased Assets or the Business after the Closing Date;
(iv) Any liability or obligation arising from, or as a result of, the Seller's performance or violation of this Agreement or any transaction relating hereto;
(v) Any liability which may arise by reason of or with respect to the Seller's post-closing activities; and
(vi) Any liability relating to the Seller's past or present employees or any liability arising after the Closing Date to persons to whom the Seller has extended an offer of employment, including, without limitation, any liability relating to benefit programs or employment policies, except for any liability arising after the Closing Date with respect to any employee of the Seller employed by the Buyer following the Closing Date.
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:
(a) Personal injury or wrongful death relating to events occurring prior to the Closing Date.
(b) The litigation listed in item 1 of Schedule 6.01(f); liability for all periods prior to the Effective Time with respect to the litigation styled Xxxxxxxxx x. Range Resources - Appalachia, LLC.
(c) Mispayment of royalties and revenues (including, without limitation, overriding royalties, net profits interest and revenue distributions to non-operating working interest owners), the mispayment of which occurred prior to the Closing Date.
(d) The mispayment or non-payment of taxes incurred prior to the Closing Date.
(e) Mispayment or mishandling of the Suspense Accounts, which mispayment or mishandling occurred prior to Closing Date.
(f) Offsite waste disposal occurring prior to the Closing Date.
(g) Any Imbalances.
(h) The Michigan Brine Spill and the Ohio Notices of Violations as described on Schedule 6.01(l). All such non-assumed obligations and Liabilities being collectively referred to as the “Non-Assumed Liabilities.”
