Nonassumption of Other Liabilities. Except as set forth in Section 5.1 of this Agreement, Holdings and its Subsidiaries do not, and will not be obligated to, assume any other debt, obligation, liability, commitment or duty of any of Sellers or of any of their respective Subsidiaries of any form or nature, absolute or contingent, known or unknown (the "Retained Liabilities"). Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in Section 5.1, neither Holdings nor any of its Subsidiaries shall assume or become liable for any of the Retained Liabilities set forth on Schedule 5.3. At Closing, Parent shall and shall cause its Subsidiaries to execute any instrument reasonably requested by Holdings to reflect Parent's continued retention of the Retained Liabilities.
Nonassumption of Other Liabilities. Except as specifically set forth in Section 5.1 of this Agreement, Purchaser does not, and will not, be obligated to assume the Industrial Revenue Bond obligations (other than as provided in Section 5.1.4) or any other debt, obligation, liability, or duty of Boise Cascade or Oxford of any form or nature, absolute or contingent, known or unknown, whether incurred in connection with its operation of the Business or otherwise. Other than the specific obligations assumed by Purchaser pursuant to Section 5.1.4, Boise Cascade shall fully perform and discharge such Industrial Revenue Bonds and other obligations in accordance with their terms. Without limiting the foregoing, Purchaser shall not assume the liabilities set forth in Schedule 5.3.
Nonassumption of Other Liabilities. Other than the Assumed Liabilities, the Contracts specified in paragraph 3.1, the Real Property Leases and the Equipment Leases, the Company does not assume and shall in no event be liable for any liabilities, debts or obligations of Sellers, whether accrued, absolute, matured, contingent or otherwise, including, without limitation, taxes of any kind, any liabilities for fees or expenses incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, counsel, accountant's
Nonassumption of Other Liabilities. Other than the Assumed Liabilities, Purchaser does not assume and shall in no event be liable for any liabilities, debts or obligations of Seller or which otherwise relate to or are connected with the Business and/or any products relating to the Business manufactured and/or sold prior to the Closing Date, whether accrued, absolute, matured, contingent or otherwise, including, without limitation, trade accounts payable and accrued expenses, taxes of any kind, any liabilities for fees or expenses incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, counsel, accountant's or finder's fees of Seller, or any other expenses, debt, contracts, agreements, leases or other obligations which are not specifically assumed hereunder. Without limiting the generality of the foregoing, Seller shall be solely responsible for all costs, expenses, claims and damages relating to or arising from the sale of any products of the Business manufactured and/or sold prior to the Closing Date, including without limitation, all billbacks, returns, coupon redemptions, rebates, promotional allowances or any similar charges; provided, however, that Purchaser shall be liable for any costs, expenses, claims or damages to the extent primarily caused by Purchaser's negligence, intentional wrongdoing or breach of its obligations.
Nonassumption of Other Liabilities. 25 5.4 Consents to Assignment.......................... 25
Nonassumption of Other Liabilities. Other than the Assumed Liabilities, the Contracts specified in paragraph 2.2, and the Equipment Leases, and except as otherwise provided in this Agreement, Purchaser does not assume and shall in no event be liable for any liabilities, debts or obligations of Sellers, whether accrued, absolute, matured, contingent or otherwise, including, without limitation, taxes of any kind, any liabilities for fees or expenses incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, counsel, accountant's or finder's fees of Sellers, liabilities under Employee Benefit Plans (as defined in paragraph 6.16 below), other trade payables or expenses, debt, contracts, agreements, leases or other obligations which are not specifically assumed hereunder. Purchaser recognizes that Sellers may pay all such fees and expenses out of Sellers' cash (excluding the Prepaid Event Expenses) prior to the Closing Date. Except as listed on Schedule 2.2 hereto, Purchaser shall not assume or be obligated to pay any liability or obligations of Sellers to any affiliates of the Sellers. Except as listed on Schedule 2.3 hereto, at the time of the Closing any contracts related to the Complex or any of the Purchased Assets, and with respect to which Sellers or their affiliates are the sole parties, shall be terminated.
Nonassumption of Other Liabilities. 8 SECTION 2.3
Nonassumption of Other Liabilities. Notwithstanding Buyer's purchase of the Company Shares, the Parties agree that Sellers shall be responsible for, and Buyer shall not assume or have any obligations with respect to the following Liabilities or obligations of the Company:
Nonassumption of Other Liabilities. Other than the Assumed Liabilities, and except as otherwise provided in this Agreement, Purchaser does not assume and shall in no event be liable for any liabilities, debts or obligations of Seller. Purchaser recognizes that Seller may pay any and all such fees and expenses out of Seller’s cash prior to the Closing Date.
