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 as specifically provided for the Assumed Liabilities set forth in Section 3.12.3 above, Purchasers shall QuadraMed will not assume, nor in assume or be obligated to pay or discharge 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, Liabilities of any kind or nature, at any time existing or asserted, whether or not accrued, whether fixed, contingent or otherwisekind, whether known or unknown, contingent or otherwise, accrued by Med Data and whether or not recorded on relating to 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 time period prior to Closingthe Closing Date in connection with the Purchased Assets, the business and operation of Med Data and the transactions contemplated by this Agreement, and all such Liabilities shall be and remain the sole and absolute responsibility of Med Data through, from and after the Closing Date. The Liabilities of Med Data which are not expressly assumed pursuant to this Agreement are hereinafter collectively referred to as the "Non-Assumed Liabilities." Without limiting the generality of the foregoing, Purchaser and notwithstanding any other provision hereof, each of the following is included, without limitation, within the Non-Assumed Liabilities of Med Data which QuadraMed will not assume assume: (a) any Liability of Med Data arising out of or be liable for: in any way relating to or resulting from any Software or Software system installed or sold or product manufactured, assembled or sold prior to the Closing Date provided either (i) any indebtedness Eclipsys or Med Data had Knowledge 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; such Liability or (ii) any intercompany liabilities the claim related to the Liability was made on or amounts due prior to Affiliates, whether current portion or otherwise; the Closing Date; (iiib) any liabilities Liability 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 Med Data arising out of or related to Medicare any past, present, future or Medicaid Cost Reports threatened action, suit, proceeding, arbitration, investigation or settlements related inquiry, whether civil, criminal or administrative pending involving Med Data to the extent the facts on which the relevant action is based occurred in whole or in part before the Closing, including, without limitation, those items listed on Schedule 3.21; (c) any Liabilities of Med Data to its present or former Affiliates including, without limitation, any intercompany loans or balances to Eclipsys from Med Data; (d) any Liabilities of Med Data for any violation of or failure to comply with any statute, law, ordinance, rule or regulation or any order, writ, injunction, judgment, plan or decree of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other governmental body, whether federal, state, municipal, foreign or other; (e) any Liabilities of Med Data to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of Med Data or was serving at the request of any such entity as a partner, trustee, director, officer, employee or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such indemnification is pursuant to any period prior statute, charter document, bylaw, agreement or otherwise); (f) any Liabilities in respect of any Contract or agreement to Closingwhich Med Data is a party or beneficiary which is not an Assumed Contract; (g) any Liabilities of Med Data in connection with Environmental, Health and Safety Requirements; (h) any Liabilities of Med Data for any Tax of any kind, accrued or accruing, with respect to the business conducted by Med Data, including, without limitation, any income, franchise, transfer, sales, use, gross receipts or documentary stamp taxes, and any Liabilities of Med Data for the unpaid Taxes of any Person other than Med Data under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract or otherwise; (i) any Liabilities of Med Data arising at any time as a result of any claim pertaining to an event or omission by Med Data, or any liability determined by of its respective agents or employees, at any actiontime prior to the Closing Date; (j) any Liabilities of Med Data arising out of any Employee Benefit Plans or any Liabilities arising out of any termination thereof; (k) except as set forth in Section 7.3 below, proceeding or program integrity audit by the Centers any Liabilities of Med Data for Medicare and Medicaid Services (“CMS”) used to detect and correct improper Medicare/Medicaid payments (a “PI Audit”) or by of any commercial payor (a “Commercial Payor Audit”) which is related kind to any period prior employee with respect to Closing ; (v) any liabilities claims or causes 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 action arising on or before the Closing Date or for any accrued regular pay, vacation pay, sick pay, severance, bonus or similar arrangement with respect to any employee of Med Data other than any severance liability to Alan Xxxxxx; xxd (l) any Liability of Med Data for costs, expenses or other obligations incurred in connection with this Agreement and the transactions contemplated hereby, or for any breach or failure, arising prior to 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 perform any of Med Data's covenants and agreements contained in, or made pursuant to, 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.

Non-Assumed Liabilities. Except for the Assumed Liabilities set forth in Section 3.1Liabilities, Purchasers Purchaser shall not assumeassume and shall not be responsible to pay, nor in perform or discharge any way Liabilities of Seller or the Business of any kind or nature whatsoever or become liable forfor any of the Seller’s or the Business’ Liabilities or Indebtedness, contracts or other commitments of any liabilities kind whatsoever, known or unknown, fixed or contingent, existing on or arising from the conduct of the Business prior to the Closing Date or with respect to events or occurrences related to the period prior to the Closing Date (the “Non-Assumed Liabilities”). It is expressly agreed, without limiting the effect of the preceding sentence, that Purchaser shall not assume or become liable for any Liabilities which relate to Non-Assumed Liabilities, including without limitation the following: (a) any Liabilities based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Sellers related Seller or any of its Affiliates conducted, existing or arising on or prior to the Closing Date (including, but not limited to, Liabilities for any failure of Seller to comply with any of the requirements of the WARN Act or similar Laws and Regulations); (b) any and all Liabilities and obligations for Taxes arising from or with respect to the Purchased Assets or the Healthcare Facilities. Without limiting Business which are attributable to the foregoing, Purchaser shall not assume, nor in operation of the Business on or before the Closing Date (including any way become liable for, Taxes that arise as a result of the transactions contemplated by this Agreement); (c) any liabilities obligations, governmental overpayments, claims against disclosed or contracts or obligations undisclosed Liabilities of Sellers, any of their Affiliates, the Business 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 Seller (other than 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: Assumed Liabilities); (id) 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 pending or threatened Action filed or made against the Seller or the Business 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), prior to or with respect to periods arising on or prior to the Closing Date irrespective of any individualdisclosure set forth on the disclosure schedules hereto; (e) any Liabilities under any Purchased Contract that arises after the Closing Date but that arises out of or relates to any Seller breach of or non-compliance with such contract that occurred prior to the Closing Date; (f) non-compliance by the Seller with any contract or Laws and Regulations, whether including, without limitation, those Laws and Regulations pertaining to anti-discrimination, health, safety or not governed by ERISAthe environment; (g) any Liabilities relating to the employment or termination of employment or services of any current or former Seller employee, consultant, contractor, officer or director, including salaries, wages, unpaid wage claims, fees, compensation, bonuses, accrued and outstanding vacation, unemployment benefits, personal time off or sick day obligations; (h) Indebtedness of the Seller; (i) obligations to owners or Affiliates of the Seller; (j) Liabilities of the Seller for employee benefit or welfare plans, including all Liabilities under or relating to Title IV of ERISA and all Liabilities relating to the Employee Benefit Plans; (k) software license Liabilities (to the extent they do not constitute part of the Assumed Liabilities); (l) Liabilities under any “church plans”; lease; (ivm) any liabilities Liabilities to the Seller’s Affiliates incurred prior to Closing; (n) any Liabilities relating to or arising out of the Excluded Assets 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 Excluded Contracts; (“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 ; (vo) any liabilities Liabilities of Sellers Seller relating or any of their Affiliates and any liabilities arising from unfulfilled commitments, quotations, purchase orders, customer orders 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 work orders issued on or before the Closing Date, unless expressly set forth in Section 3.1. The liabilities retained by Sellers any of the Seller’s or the Business’s customers that (including those specifically described in this Section 3.2i) do not constitute part of the Purchased Assets; or (ii) are referred not validly and effectively assigned to herein as “Retained Liabilities.” For purposes of Purchaser pursuant to this Agreement, “ERISA Affiliate” means ; (p) notwithstanding any Person that is a member of a “controlled group of corporations” withinstallation or other services to be provided to REC Solar, or is under “common control” withto other former or current Seller customers by Xxxxx Xxxxxxx and/or any other former employee of Seller, in their capacities as independent contractors, any Liabilities related to warranties, whether of merchantability or otherwise, or is a member maintenance related to any tracker products or services provided by Seller or to any sales, leases or otherwise, of tracker products or services by the Seller; or (q) any contracts of field servicing, maintenance or any other contractual obligation 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 CodeSeller.

Non-Assumed Liabilities. (a) Except for the Assumed Liabilities set forth in Section 3.1Liabilities, 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 Buyer does not assume or agree to pay, satisfy, discharge or perform, and shall not be liable for: (i) 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 of any kindSeller (whether absolute, including any capitalized leasesaccrued, current portion or contingent, whether filed or asserted prior to or after the Closing Date) all of long-term debt and long-term debt (less current maturities), and any liabilities not reflected on the balance sheets included in the Financial Statementswhich, except for the MOB 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.(1) --------------- 1 Excluded Liabilities shall include all accrued self insured health claims occurring prior to the Closing Date; (ii) Xxxxxxx Xxx Deferred Compensation Agreement and all Shareholder Agreements; any intercompany liabilities or amounts fees due to AffiliatesThe Mid-Atlantic Companies, whether current portion or otherwise; (iii) any liabilities of SellersLtd., their Affiliates Xxxxxx, Xxxxx & Xxxxxx, P.C. or any other representative or agent employed by Seller in connection with the transactions contemplated hereby; any contribution accrued by Seller for the benefit of their respective ERISA Affiliates the participants in Seller's profit sharing plan; any common stock or other equity obligations arising under the Xxxxx III employment agreement; other liabilities may be excluded upon further due diligence and receipt of Disclosure Schedules. (as defined below), b) Other than with respect to any retirementliabilities reflected in the Tangible Net Worth, deferred compensationBuyer shall have the right to resist, healthcontest, welfare 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 benefit plan other disposition, so long as, and to the extent that, neither Seller, its affiliates nor the Seller Shareholders shall be required to pay, satisfy, discharge 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 perform 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 Assumed Liabilities.” For purposes of (c) Nothing in this Agreement, “ERISA Affiliate” means nor any Person that instrument, paper or document delivered pursuant hereto, is a member of a “controlled group of corporations” withintended to be construed, or is under “common control” withshall be construed, as enlarging or extending in any manner, or is a member to any extent, the period of limitations prescribed by any statute of limitations applicable to any of the same “affiliated service group” with one Assumed Liabilities, or more Sellers and/or CHPas enlarging or extending to any extent, as applicableor in any manner whatsoever, as defined in Section 414 the rights which any owner, holder or obligee of any of the CodeAssumed Liabilities has had, now has, or is otherwise required to be aggregated with one hereafter can, shall or more Sellers and/or CHPmay have in respect thereto against Seller, or as applicablerendering valid, under Section 414(o) or enforceable, against Buyer any of the CodeAssumed Liabilities which, for any reason whatsoever, would not have been valid and enforceable against Seller, its affiliates or the Seller Shareholders, and that any of the Assumed Liabilities which would have been valid or enforceable, against Seller, its affiliates or the Seller Shareholders only partially, conditionally, contingently or to a limited extent, or in a limited manner, shall be valid and enforceable against Buyer to no greater extent, and in no different manner, than the Assumed Liabilities would have been valid and enforceable against Seller, its affiliates or the Seller Shareholders.