Common use of Non-Assumed Liabilities Clause in Contracts

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 forth in Section 3.1. The liabilities retained by Sellers (including those specifically described in this Section 3.2) are referred to herein as “Retained Liabilities.” For purposes of this Agreement, “ERISA Affiliate” means any Person that is a member of a “controlled group of corporations” with, or is under “common control” with, or is a member of the same “affiliated service group” with one or more Sellers and/or CHP, as applicable, as defined in Section 414 of the Code, or is otherwise required to be aggregated with one or more Sellers and/or CHP, as applicable, under Section 414(o) of the Code.

Non-Assumed Liabilities. Except for the Assumed Liabilities set forth in Other than as may be required by 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 foregoing12.01(d) hereof, Purchaser shall not assumebe liable for any other liabilities, nor debts, contracts, agreements, including without limitation any contracts or agreements set forth on SCHEDULE 2.02, or other obligations of Selling Group of any nature whatsoever, other than the Assumed Liabilities (the "NON-ASSUMED LIABILITIES") AS SET FORTH ON SCHEDULE 3.01, including without limitation the following Non-Assumed Liabilities: (a) liabilities and obligations for federal, state, or local income taxes arising in connection with the Business for periods ending on or prior to the Closing or arising as a result of the transactions contemplated by this Agreement, (b) liabilities and obligations, the existence of which constitutes a breach of any representation or warranty made by any Selling Group member in this Agreement or in any way become liable fordocument delivered by it pursuant hereto, (c) liabilities and obligations incurred in connection with the preparation of this Agreement, and the consummation of the transactions contemplated hereby, except for reasonable legal and accounting fees not to exceed $75,000 and reasonable accounting fees for work performed by Skroxxxx & Xompany specifically requested by Purchaser pursuant to Section 7.16(a)(iii) and (iv) of this Agreement, (d) liabilities and obligations based upon tortious or illegal conduct, (e) except for that certain agreement dated January, 1998 by and between SCHAS and Bryaxx Xxxxxx, xxe liabilities and obligations arising under any agreement with employees in the nature of a golden parachute or similar payment, (f) except for such employment terms as Purchaser may agree upon, any liabilities obligations, governmental overpayments, claims against or contracts or and obligations of Sellers, any of their Affiliates, or the Healthcare Facilities, with respect to those employees 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: Selling Group member listed in SCHEDULE 3.02 (i) any indebtedness of any kind, including any capitalized leases, current portion of long-term debt and long-term debt (less current maturitiescertain family members), 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; (iiig) any liabilities and obligations for any violation of Sellers, their Affiliates or any of their respective ERISA Affiliates (as defined below), Environmental Law in connection 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 Business occurring 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 forth and (h) any environmental liabilities and obligations in Section 3.1. The liabilities retained by Sellers (including those specifically described in this Section 3.2) are referred connection with the Business occurring prior to herein as “Retained Liabilitiesthe Closing Date relating to the Assets, any of which arise out of conduct which occurred or conditions which existed on or before Closing, even if such liability, obligation, conduct or condition is first discovered or a claim is first asserted after the Closing.” For purposes of this Agreement, “ERISA Affiliate” means any Person that is a member of a “controlled group of corporations” with, or is under “common control” with, or is a member of the same “affiliated service group” with one or more Sellers and/or CHP, as applicable, as defined in Section 414 of the Code, or is otherwise required to be aggregated with one or more Sellers and/or CHP, as applicable, under Section 414(o) of the Code.