Common use of Obligations Not Assumed Clause in Contracts

Obligations Not Assumed. Except for the Assumed Liabilities, Purchaser shall not assume or be liable or responsible for any obligation or liability of Seller or Shareholder of any kind or nature whatsoever. Except for the Assumed Liabilities, Seller, and Shareholder shall cause Seller to, pay, satisfy and perform all of its obligations, whether fixed, contingent, known or unknown and whether existing as of the Closing Date or arising thereafter, or which may affect in any way the Transferred Assets or Seller's Business. Without limiting the generality of the foregoing, under no circumstances shall Purchaser be deemed to assume any liability or obligation of Seller or Shareholder for (a) any actual or alleged tortious conduct of Seller or any of its employees or agents, any product liability claim relating to products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, any claim for breach of warranty or contract by Seller with respect to any products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, any claim predicated on strict liability or any similar legal theory with respect to any products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, or any other Action relating to Seller's Business, (b) Seller s violation of any Law in effect prior to the Closing Date, including without limitation, Seller's violation of or any failure to comply with any Environmental Law or any liability arising from or in connection with the possession, use, ownership, handling or disposal of any Hazardous Material, (c) any business or business activities of Seller which are not part of Seller's Business, (d) any indebtedness for borrowed money or capitalized lease or purchase money obligations, including, without limitation, any Company Indebtedness, other than as specifically set forth herein respecting the Assigned Contracts, (e) any liability or obligation arising out of the operation of Seller's Business on or prior to the Closing Date relating to present or past employees of Seller's Business, including without limitation, liability for wages, compensation, overtime, or any employee benefit liability or obligation not expressly assumed by Purchaser, any liability or obligation of Seller arising from a violation of any employment discrimination or other Law by Seller on or prior to the Closing Date for the protection or benefit of employees, any severance or bonus obligation of Seller relating to the transactions contemplated herein or caused by Purchaser's failure to employ, or offer to employ, any Person, or any workers' compensation claims or liabilities in respect to incidents which occur on or prior to the Closing Date, (f) any liability arising under any Plans of Seller, (g) any liability or obligation of Seller to any of its shareholders, (h) any liability of Seller or Shareholder for expenses or Taxes, if any, in connection with, resulting from or arising out of this Agreement or the transactions contemplated hereby (other than for certain transaction taxes which shall be dealt with as provided for in Paragraph 1.7), (i) any liability of Seller or its shareholders for any Taxes of any kind or character, (j) any liability of Seller or any its shareholders under or arising by reason of this Agreement or the transactions contemplated by this Agreement except with respect to payments or performance due for any rights or assets whatsoever to which Purchaser shall be entitled under any Assigned Contracts, or (k) any liability or obligation arising out of or relating to the Excluded Assets. Notwithstanding any other provision of this Agreement, the obligations of Seller pursuant to this Paragraph 1.6 shall survive the Closing and consummation of the transactions contemplated by this Agreement.

Obligations Not Assumed. Except for the Assumed LiabilitiesLiabilities ----------------------- (which shall not include any obligation or Liability (as defined in ARTICLE 7) arising from any default, breach, misfeasance, malfeasance or nonfeasance by Sellers), Purchaser shall not assume or be liable or responsible for any obligation or liability Liability of either Seller or Shareholder of any kind or nature whatsoever. Except for the Assumed Liabilities, Sellerkind, and Shareholder each Seller shall cause Seller to, pay, satisfy and perform all of its obligationsrespective Liabilities when lawfully due (other than the Assumed Liabilities), whether fixed, contingent, known or unknown and whether existing as of the Closing Date or arising thereafter, or which may affect in any way the Transferred Assets or SellerPurchaser's Businessownership or operation thereof after the Closing (as defined in SECTION 1.8) (collectively, the "EXCLUDED LIABILITIES"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Purchaser be deemed to assume any liability Liability of either Seller arising out of or obligation of Seller or Shareholder for relating to: (a) any actual or alleged tortious conduct of such Seller or any of its employees or agentsagents (other than post-Closing conduct by Purchaser's employees, including former employees of Sellers); (b) any product liability claim relating arising out of a product sold by either Seller prior to products cast the Closing; (regardless of whether Seller shall have removed the gating from such castingc) or services rendered by Seller, any claim for breach of warranty or contract by Seller with respect to any products cast such Seller; (regardless of whether Seller shall have removed the gating from such castingd) or services rendered by Seller, any claim predicated on strict liability or any similar legal theory with respect based on acts, omissions, events or circumstances prior to the Closing; (e) any products cast (regardless of whether Seller shall have removed the gating from such casting) actual or services rendered by Seller, or any other Action relating to Seller's Business, (b) Seller s alleged violation of any Law (as defined in effect ARTICLE 7) occurring prior to the Closing Date, including without limitation, Seller's violation of or any failure to comply with any Environmental Law or any liability arising from or in connection with the possession, use, ownership, handling or disposal of any Hazardous Material, Closing; (cf) any business or business activities of such Seller which are not part of Seller's Business, (d) any indebtedness for borrowed money or capitalized lease or purchase money obligations, including, without limitation, any Company Indebtedness, other than as specifically set forth herein respecting the Assigned Contracts, (e) any liability or obligation arising out of the operation of Seller's Business on or prior to the Closing Date relating to present or past employees of Seller's Sellers' Business, including without limitation, liability for wages, compensation, overtime, or any employee benefit liability or obligation not expressly assumed by Purchaser, any liability or obligation of Seller arising from a violation of any employment discrimination or other Law by Seller on or prior to the Closing Date for the protection or benefit of employees, any severance or bonus obligation of Seller relating to the transactions contemplated herein or caused by Purchaser's failure to employ, or offer to employ, any Person, or any workers' compensation claims or liabilities in respect to incidents which occur on or prior to the Closing Date, (f) any liability arising under any Plans of Seller, ; (g) any liability Liability for Taxes (as defined in ARTICLE 7) of any kind or obligation character of Seller to any of its shareholders, Sellers; (h) any liability of Seller or Shareholder for expenses or Taxes, if any, in connection with, resulting from or arising out of this Agreement or the transactions contemplated hereby (other than for certain transaction taxes which shall be dealt with as provided for in Paragraph 1.7), Liability relating to an Excluded Asset; (i) any liability of Seller Liability relating to such Seller's ERISA Plans (as defined in SECTION 3.17); or its shareholders for any Taxes of any kind or character, (j) any liability Liability of such Seller or any its shareholders under or arising by reason of this Agreement Agreement, or incurred in connection with the transactions contemplated by this Agreement except with respect to payments or performance due for any rights or assets whatsoever to which Purchaser shall be entitled under any Assigned ContractsAgreement, or (k) any liability or obligation arising out of or relating to the Excluded Assetsincluding, without limitation, legal and accounting fees and expenses. Notwithstanding any other provision of this Agreement, the obligations of each Seller pursuant with respect to this Paragraph 1.6 all Liabilities other than the Assumed Liabilities shall survive the Closing and consummation of the transactions contemplated by this Agreement.

Obligations Not Assumed. Except for the Assumed LiabilitiesLiabilities (which shall not include any obligation or Liability (as defined in ARTICLE 11) arising from any default, breach, misfeasance, malfeasance or nonfeasance by Seller), Purchaser shall not assume or be liable or responsible for any obligation or liability Liability of Seller or Shareholder of any kind or nature whatsoever. Except for the Assumed Liabilities, Sellerkind, and Shareholder Seller shall cause Seller to, pay, satisfy and perform all of its obligationsLiabilities (other than the Assumed Liabilities), whether fixed, contingent, known or unknown and whether existing as of the Closing Date or arising thereafter, or which may affect in any way the Transferred Assets or the operation of the Seller's BusinessBusiness (collectively, the "EXCLUDED LIABILITIES"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Purchaser be deemed to assume any liability or obligation Liability of Seller arising out of or Shareholder for relating to: (a) any actual or alleged tortious tortuous conduct of Seller or any of its employees or agents; (b) any Liabilities pertaining to products sold by Seller prior to the Closing Date, any including without limitation product liability claim relating to products cast claims and returns; (regardless of whether Seller shall have removed the gating from such castingc) or services rendered by Seller, any claim for breach of warranty or contract by Seller with respect pertaining to any products cast sold by Seller prior to the Closing Date; (regardless of whether Seller shall have removed the gating from such castingd) or services rendered by Seller, any claim based on events, acts or omissions existing on or occurring prior to the Closing Date predicated on strict liability or any similar legal theory with respect to theory; (e) any products cast (regardless of whether Seller shall have removed the gating from such casting) actual or services rendered by Seller, or any other Action relating to Seller's Business, (b) Seller s alleged violation of any Law (as defined in ARTICLE 11) in effect prior to the Closing Date(as defined in Section 1.8), including without limitation, Seller's violation of or any failure to comply with any Environmental Law or any liability arising from or (as defined in connection with the possession, use, ownership, handling or disposal of any Hazardous Material, ARTICLE 11); (cf) any business or business activities of Seller which are not part of the operation of the Seller's Business, (d) any indebtedness for borrowed money or capitalized lease or purchase money obligations, including, without limitation, any Company Indebtedness, other than as specifically set forth herein respecting the Assigned Contracts, (e) any liability or obligation arising out of the operation of Seller's Business on or prior to the Closing Date relating to present or past employees of Seller's Business, including without limitation, liability for wages, compensation, overtime, or any employee benefit liability or obligation not expressly assumed by Purchaser, any liability or obligation of Seller arising from a violation of any employment discrimination or other Law by Seller on or prior to the Closing Date for the protection or benefit of employees, any severance or bonus obligation of Seller relating to the transactions contemplated herein or caused by Purchaser's failure to employ, or offer to employ, any Person, or any workers' compensation claims or liabilities in respect to incidents which occur on or prior to the Closing Date, (f) any liability arising under any Plans of Seller, ; (g) any liability Liability for Taxes (as defined in ARTICLE 11) of any kind or obligation character from the operation of Seller the Seller's Business prior to any of its shareholders, the Closing; (h) any liability of Seller or Shareholder for expenses or Taxes, if any, in connection with, resulting from or arising out of this Agreement or the transactions contemplated hereby (other than for certain transaction taxes which shall be dealt with as provided for in Paragraph 1.7), Liability relating to an Excluded Asset; (i) except for accrued vacation expenses reflected on the Closing Date Balance Sheet, any liability Liability of Seller or its shareholders for in connection with employee compensation expenses with respect to periods prior to the Closing, including without limitation payroll, benefits, severance, commissions, withholding Taxes and any Taxes Liabilities under any ERISA Plan (as defined in SECTION 3.18), including without limitation any Liability of any kind or character, Seller under ERISA; (j) any liability Liability of Seller or any its shareholders under or arising by reason of this Agreement or incurred in connection with the transactions contemplated by this Agreement except with respect to payments or performance due for any rights or assets whatsoever to which Purchaser shall be entitled under any Assigned ContractsAgreement, or (k) any liability other Liabilities which otherwise arise or obligation arising out are asserted by reason of or relating the conduct of the Seller's Business prior to the Excluded AssetsClosing Date or events, acts (or failures to act) or transactions occurring or conditions existing on or before the Closing Date. Notwithstanding any other provision of this Agreement, the obligations of Seller pursuant with respect to this Paragraph 1.6 all Liabilities other than the Assumed Liabilities shall survive the Closing and consummation of the transactions contemplated by this Agreement.

Obligations Not Assumed. Except for the Assumed Liabilities, Purchaser shall not assume or be liable or responsible for any obligation or liability of Seller or Shareholder of any kind or nature whatsoever. Except for the Assumed Liabilities, SellerSeller shall, and Shareholder shall cause Seller to, pay, satisfy and perform all of its obligations, whether fixed, contingent, known or unknown and whether existing as of the Closing Date or arising thereafter, or which may affect in any way the Transferred Assets or Seller's the Aluminum Business. Without limiting the generality of the foregoing, under no circumstances shall Purchaser be deemed to assume any liability or obligation of Seller or Shareholder for (a) any actual or alleged tortious conduct of Seller or any of its employees or agents, any product liability claim relating to products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, any claim for breach of warranty or contract by Seller with respect to any products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, any claim predicated on strict liability or any similar legal theory with respect to any products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, or any other Action relating to Seller's the Aluminum Business, (b) Seller s Seller's violation of any Law in effect prior to the Closing Date, including without limitation, Seller's Seller s violation of or any failure to comply with any Environmental Law or any liability arising from or in connection with the possession, use, ownership, handling or disposal of any Hazardous Material, (c) any business or business activities of Seller which are not part of Seller's the Aluminum Business, (d) any indebtedness for borrowed money or capitalized lease or purchase money obligations, including, without limitation, any Company Indebtedness, other than as specifically set forth herein respecting the Assigned Contracts, (e) any liability or obligation arising out of the operation of Seller's Business on or prior to the Closing Date relating to present or past employees of Seller's Business, including without limitation, liability for wages, compensation, overtime, or any employee benefit liability or obligation not expressly assumed by Purchaser, any liability or obligation of Seller arising from a violation of any employment discrimination or other Law by Seller on or prior to the Closing Date for the protection or benefit of employeesemployees of Seller, any severance or bonus obligation of Seller relating to the transactions contemplated herein or caused by Purchaser's failure to employ, or offer to employ, any Person, or any workers' compensation claims or liabilities in respect to incidents which occur on or prior to the Closing Date, (f) any liability arising under any Plans of Seller, (g) any liability or obligation of Seller to any of its shareholders, (h) any liability of Seller or Shareholder for expenses or Taxes, if any, in connection with, resulting from or arising out of this Agreement or the transactions contemplated hereby (other than for certain transaction taxes which shall be dealt with as provided for in Paragraph 1.71.6), (i) any liability of Seller or any of its shareholders for any Taxes of any kind or character, (j) any liability of Seller or any of its shareholders under or arising by reason of this Agreement or the transactions contemplated by this Agreement except with respect to payments or performance due for any rights or assets whatsoever to which Purchaser shall be entitled under any Assigned Contracts, or (k) any liability or obligation arising out of or relating to the Excluded Assets. Notwithstanding any other provision of this Agreement, the obligations of Seller pursuant to this Paragraph 1.6 1.5 shall survive the Closing and consummation of the transactions contemplated by this Agreement.

Obligations Not Assumed. Except for the Assumed LiabilitiesLiabilities ----------------------- (which shall not include any obligation or Liability (as defined in Paragraph 7.11(k) hereof) arising from any default, breach, misfeasance, malfeasance or nonfeasance by Seller prior to the date hereof), Purchaser shall not assume or be liable or responsible for any obligation or liability Liability of Seller or Shareholder of any kind or nature whatsoever. Except for the Assumed Liabilities, Sellerkind, and Shareholder Seller shall cause Seller to, pay, satisfy and perform all of its obligationsobligations (other than the Assumed Liabilities), whether fixed, contingent, known or unknown and whether existing as of the Closing Date date hereof or arising thereafter, or which may affect in any way the Transferred Assets or the operation of Seller's Business. Without limiting the generality of the foregoing, under no circumstances shall Purchaser be deemed to assume any liability Liability or obligation of Seller arising out of or Shareholder for relating to (a) any actual or alleged tortious conduct of Seller or any of its employees or agents, (b) any product liability claim relating (with respect to products cast any product sold prior to Closing), (regardless of whether Seller shall have removed the gating from such castingc) or services rendered by Seller, any claim for breach of warranty (other than for certain Xxxxxxxx Compressors and other supplier warranties described on Schedule 1.4(a)(iii) hereof) or contract by Seller with respect to any products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, (d) any claim predicated on strict liability or any similar legal theory with respect to any products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, or any other Action relating to Seller's Businesstheory, (be) the violation by Seller s violation of any Law law, ordinance or regulation in effect prior to the Closing Date, including without limitation, Seller's violation of or any failure to comply with any Environmental Law or any liability arising from or in connection with the possession, use, ownership, handling or disposal of any Hazardous Materialdate hereof, (cf) any business or business activities of Seller which are not part of Seller's Business, (d) any indebtedness for borrowed money or capitalized lease or purchase money obligations, including, without limitation, any Company Indebtedness, other than as specifically set forth herein respecting the Assigned Contracts, (e) any liability or obligation arising out of the operation of Seller's Business on or prior to the Closing Date relating to present or past employees of Seller's Business, including without limitation, liability for wages, compensation, overtime, or any employee benefit liability or obligation not expressly assumed by Purchaser, any liability or obligation of Seller arising from a violation of any employment discrimination or other Law by Seller on or prior to the Closing Date for the protection or benefit of employees, any severance or bonus obligation of Seller relating to the transactions contemplated herein or caused by Purchaser's failure to employ, or offer to employ, any Person, or any workers' compensation claims or liabilities in respect to incidents which occur on or prior to the Closing Date, (f) any liability arising under any Plans of Seller, (g) any liability or obligation of Seller to any of its shareholders, (h) any liability of Seller or Shareholder Liability for expenses or Taxestaxes, if any, in connection with, resulting from or arising out of this Agreement or the transactions contemplated hereby hereby, (other than h) any Liability of Seller for certain transaction taxes which shall be dealt with any federal, state or local Taxes (as provided for defined in Paragraph 1.7), (i7.11(p) any liability of Seller or its shareholders for any Taxes hereof) of any kind or character, except to the extent included in the Assumed Liabilities, (i) any Liability of Seller arising out of or relating to Seller's defined benefit plans, including, without limitation, all ERISA Plans (as defined in Paragraph 3.22(b) hereof), or (j) any liability Liability of Seller or any its shareholders under or arising by reason of this Agreement or the transactions contemplated by this Agreement except with respect to payments or performance due for any rights or assets whatsoever to which Purchaser shall be entitled under any Assigned Contracts, or (k) any liability or obligation arising out of or relating to the Excluded AssetsAgreement. Notwithstanding any other provision of this Agreement, the obligations of Seller pursuant to this Paragraph 1.6 shall survive the Closing and consummation of the transactions contemplated by this Agreement.