Non-Assumption of Certain Liabilities. Buyer is not assuming, and shall not be deemed to have assumed any liabilities, obligations or commitments of Seller or the Company, whether contingent or non-contingent, liquidated or unliquidated, asserted or unasserted, other than the Assumed Liabilities (the "Excluded Liabilities"), all of which shall remain the liabilities, obligations and commitments of Seller. The Excluded Liabilities shall include, but shall not be limited to, the following:
Non-Assumption of Certain Liabilities. Notwithstanding any other provision of this Agreement, Buyer shall not assume, and shall not be deemed to have assumed or be in any way liable for or subject to or have any obligation for or with respect to, any liabilities or obligations of Seller of any kind, nature or description whatsoever, except as expressly provided in this Section 1.3 or in Section 1.2 hereof (the “Excluded Liabilities”). Anything in Section 1.2 hereof or elsewhere herein to the contrary notwithstanding and without limiting the generality of the foregoing, Buyer shall not assume, and shall not be deemed to have assumed or be in any way liable for or subject to or have any obligation for or with respect to, any of the following Excluded Liabilities:
Non-Assumption of Certain Liabilities. Buyer is not assuming, and shall not be deemed to have assumed, any liabilities or obligations of Seller or VSI of any kind or nature whatsoever, except as expressly provided in Section 1.3 hereof. Anything in Section 1.3 hereof or elsewhere herein to the contrary notwithstanding and without limiting the generality of the foregoing, it is hereby agreed that Buyer is not assuming, and shall not be deemed to have assumed, any liability and shall not have any obligation for or with respect to any liability or obligation of VSI or Seller:
Non-Assumption of Certain Liabilities. Buyers are not assuming, and shall not be deemed to have assumed, any liabilities or obligations of Sellers of any kind or nature whatsoever, except as expressly provided herein and as set forth on Schedule 2.03. Without limiting the generality of the foregoing, it is hereby agreed that Buyers are not assuming any liability and shall not have any obligation for or with respect to: (i) any liabilities or obligations of Sellers that arise under the terms of a contract, agreement, license, lease, sales order, purchase order, or other commitment which shall not be assigned as contemplated by Section 1.01(c) of this Agreement; (ii) any liabilities or obligations of Sellers that would not have arisen but for the consummation of the transactions contemplated by this Agreement, unless, such liabilities or obligations are expressly assumed by Buyers as provided herein and included in Schedule 2.03 or otherwise expressly provided for herein, including, without limitation, Buyer's obligations under 10 16 this Agreement; (iii) any liabilities or obligations of Sellers under any Plan (as defined in Section 3.01(l)), including any obligation to adopt or to sponsor such Plan except as Buyers may, in their sole discretion, elect to adopt or to sponsor; (iv) any obligation of Sellers arising out of any action, suit or proceeding based upon (A) an event occurring or a claim arising on or prior to the Closing Date and attributable to acts performed or omitted by Sellers on or prior to the Closing Date or (B) a claim arising after the Closing Date based on an event occurring on or prior to the Closing Date in the case of claims in respect of products or services sold and delivered or required to be delivered by Sellers or provided by Sellers or the conduct of the Business on or prior to the Closing Date and attributable to acts performed or omitted by Sellers on or prior to the Closing Date; (v) any obligation of Sellers to any Retained Employee relating to their employment by Seller on or prior to the Closing Date; (vi) except as otherwise provided in Section 4.06(d), any obligation of Sellers to any employee of, or consultant to, the Business who does not become a Retained Employee or to any other employee of, or consultant to, the Business whose employment or consultancy is terminated by Sellers prior to or effective at the end of the Transition Period, as hereinafter defined; and (vii) any and all Taxes incurred by or imposed upon Sellers relating to periods ending on or ...
Non-Assumption of Certain Liabilities. Except as set forth in Section 1.5 above, Buyer is not assuming, and shall not be deemed to have assumed, any liabilities or obligations of Seller of any kind or nature whatsoever, including but not limited to the liabilities listed in Section 2.10.2 of Schedule 2.10 and on Schedule 2.14. It is hereby agreed that Buyer is not assuming, and shall not be deemed to have assumed, any liability and shall not have any obligation for or with respect to any liability or obligation of Seller (i) under any employee benefit plan of Seller, (ii) in respect of (x) any sales, use or excise taxes, income taxes, taxes based on or measured by income or franchise taxes attributable to periods or events prior to or ending on the Closing Date (other than Federal, state or local payroll taxes on current payroll) or (y) any of the foregoing or any other taxes, legal, accounting, brokerage, finder's fees, or other expenses of whatsoever kind or nature incurred by Seller or any affiliate, director, employee or officer of Seller as a result of the consummation of the transactions contemplated by this Agreement, or (iii) arising out of any action, suit or proceeding based upon an event occurring or a claim arising (x) prior to the Closing Date or (y) after the Closing Date with respect to claims relating to products sold by Seller prior to the Closing Date and attributable to acts performed or omitted by Seller prior to the Closing Date related to the Business.
Non-Assumption of Certain Liabilities. For purposes herein, the term "Liability" shall mean any claim, liability or obligation whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise. Except for the Assumed Liabilities (as defined in Section 2.3 below), the Parties expressly agree that Purchaser is not and shall not be responsible or liable for any Liabilities of Seller or Shareholder, including, but not limited to, the following:
Non-Assumption of Certain Liabilities. Neither Source nor ------------------------------------- any Source Subsidiary is assuming, nor shall be deemed to have assumed, any liabilities or obligations of Xxxxx or of any Xxxxx Subsidiary of any kind or nature whatsoever, except (i) to the extent such liabilities or obligations are liabilities or obligations of the Source Business and (ii) as expressly provided above in Section 2.05 hereof.
Non-Assumption of Certain Liabilities. Notwithstanding ------------------------------------- any other provision of this Agreement, Buyer shall not assume, and shall not be deemed to have assumed or be in any way liable for or subject to or have any obligation for or with respect to, any liabilities or obligations of Seller of any kind, nature or description whatsoever, except as expressly provided in Section 1.2 hereof (the "Excluded Liabilities"). Except items for which a reserve is set forth -------------------- in the Audited Financial Statements (but only to the extent of such reserve), anything in Section 1.2 hereof or elsewhere herein to the contrary notwithstanding and without limiting the generality of the foregoing, Buyer shall not assume, and shall not be deemed to have assumed or be in any way liable for or subject to or have any obligation for or with respect to, any of the following Excluded Liabilities:
Non-Assumption of Certain Liabilities. Buyer is not assuming, and shall not be deemed to have assumed, any liabilities or obligations of Seller of any kind or nature whatsoever, except (x) executory obligations under the operating contracts of Seller assigned to Buyer and listed on Schedule 1.01(a)(vi) hereto, (y) executory obligations under the Key Customer Contracts and (z) those employment obligations set forth in Section 4.08 hereof, in each case only to the extent expressly provided in the Xxxx of Sale, Assignment and Assumption Agreement (collectively, the "Assumed Liabilities"). Without limiting the generality of the foregoing, it is hereby agreed that Buyer is not assuming any liability for and shall not have any obligation with respect to:
Non-Assumption of Certain Liabilities. Transferee is not ------------------------------------- assuming, and shall not be deemed to have assumed, any liabilities or obligations of Transferor of any kind or nature whatsoever, except as expressly provided in Section 2.3 hereof. Anything in Section 2.3 hereof or elsewhere in this Agreement to the contrary notwithstanding and without limiting the generality of the foregoing, it is hereby agreed that Transferee is not assuming, and shall not be deemed to have assumed, any liability and shall not have any obligation for or with respect to any liability or obligation of Transferor (i) under any employee benefit plan of Transferor, (ii) in respect of (x) any sales, use or excise taxes, income taxes, taxes based on or measured by income or franchise taxes attributable to periods or events prior to or ending on the Effective Date (other than federal, state or local payroll taxes on current payroll) or (y) any of the foregoing or any other taxes, legal, accounting, brokerage, finder's fees, or other expenses of whatsoever kind or nature incurred by Transferor or any affiliate, stockholder, director, employee or officer of Transferor as a result of the consummation of the transactions contemplated by this Agreement, or (iii) arising out of any action, suit or proceeding based upon an event occurring or a claim arising (x) prior to the Effective Date or (y) after the Effective Date in the case of claims in respect of products sold by Transferor prior to the Effective Date and attributable to acts performed or omitted by Transferor prior to the Effective Date.
