Common use of Obligations Not Assumed Clause in Contracts

Obligations Not Assumed. Except for the Assumed Liabilities ----------------------- (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 any Liability of either Seller of any kind, and each Seller shall pay, satisfy and perform all of its respective Liabilities when lawfully due (other than the Assumed Liabilities), which may affect in any way the Transferred Assets or Purchaser's ownership 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 of either Seller arising out of or relating to: (a) any actual or alleged tortious conduct of such Seller or any of its employees or agents (other than post-Closing conduct by Purchaser's employees, including former employees of Sellers); (b) any product liability claim arising out of a product sold by either Seller prior to the Closing; (c) any claim for breach of warranty or contract by such Seller; (d) any claim predicated on strict liability or any similar legal theory based on acts, omissions, events or circumstances prior to the Closing; (e) any actual or alleged violation of any Law (as defined in ARTICLE 7) occurring prior to the Closing; (f) any business or business activities of such Seller which are not part of the operation of the Sellers' Business; (g) any Liability for Taxes (as defined in ARTICLE 7) of any kind or character of Sellers; (h) any Liability relating to an Excluded Asset; (i) any Liability relating to such Seller's ERISA Plans (as defined in SECTION 3.17); or (j) any Liability of such Seller under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement, including, without limitation, legal and accounting fees and expenses. Notwithstanding any other provision of this Agreement, the obligations of each Seller with respect to all Liabilities other than the Assumed Liabilities shall survive the Closing and the transactions contemplated by this Agreement.

Obligations Not Assumed. Except for the Assumed Liabilities ----------------------- (which shall not include any obligation or Liability (as defined in ARTICLE 7Paragraph 7.11(k) hereof) arising from any default, breach, misfeasance, malfeasance or nonfeasance by SellersSeller prior to the date hereof), Purchaser shall not assume any obligation or Liability of either Seller of any kind, and each Seller shall pay, satisfy and perform all of its respective Liabilities when lawfully due obligations (other than the Assumed Liabilities), whether fixed, contingent, known or unknown and whether existing as of the date hereof or arising thereafter, which may affect in any way the Transferred Assets or Purchaserthe operation of Seller's ownership or operation thereof after the Closing (as defined in SECTION 1.8) (collectively, the "EXCLUDED LIABILITIES")Business. 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 of either Seller arising out of or relating to: to (a) any actual or alleged tortious conduct of such Seller or any of its employees or agents (other than post-Closing conduct by Purchaser's employeesagents, including former employees of Sellers); (b) any product liability claim arising out of a (with respect to any product sold by either Seller prior to the Closing; ), (c) 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 such Seller; , (d) any claim predicated on strict liability or any similar legal theory based on actstheory, omissions(e) the violation by Seller of any law, events ordinance or circumstances regulation in effect prior to the Closing; (e) any actual or alleged violation of any Law (as defined in ARTICLE 7) occurring prior to the Closing; date hereof, (f) any business or business activities of such Seller which are not part of the operation of the Sellers' Seller's Business; , (g) any Liability for expenses or taxes, if any, in connection with, resulting from or arising out of this Agreement or the transactions contemplated hereby, (h) any Liability of Seller for any federal, state or local Taxes (as defined in ARTICLE 7Paragraph 7.11(p) hereof) of any kind or character of Sellers; (h) any Liability relating character, except to an Excluded Asset; the extent included in the Assumed Liabilities, (i) any Liability of Seller arising out of or relating to such Seller's defined benefit plans, including, without limitation, all ERISA Plans (as defined in SECTION 3.17Paragraph 3.22(b) hereof); , or (j) any Liability of such Seller under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement, including, without limitation, legal and accounting fees and expenses. Notwithstanding any other provision of this Agreement, the obligations of each Seller with respect pursuant to all Liabilities other than the Assumed Liabilities this Paragraph shall survive the Closing and the transactions contemplated by this Agreement.

Obligations Not Assumed. Except for the Assumed Liabilities ----------------------- (which shall not include any obligation or Liability (as defined in ARTICLE 7) arising from any default, breach, misfeasance, malfeasance or nonfeasance by Sellers)Liabilities, Purchaser shall not assume or be liable or responsible for any Liability obligation or liability of either Seller or Shareholder of any kindkind or nature whatsoever. Except for the Assumed Liabilities, Seller shall, and each Shareholder shall cause Seller shall to, pay, satisfy and perform all of its respective Liabilities when lawfully due (other than obligations, whether fixed, contingent, known or unknown and whether existing as of the Assumed Liabilities)Closing Date or arising thereafter, or which may affect in any way the Transferred Assets or Purchaser's ownership or operation thereof after the Closing (as defined in SECTION 1.8) (collectively, the "EXCLUDED LIABILITIES")Aluminum Business. 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 or obligation of either Seller arising out of or relating to: Shareholder for (a) any actual or alleged tortious conduct of such Seller or any of its employees or agents (other than post-Closing conduct by Purchaser's employeesagents, including former employees of Sellers); (b) any product liability claim arising out relating to products cast (regardless of a product sold whether Seller shall have removed the gating from such casting) or services rendered by either Seller prior to the Closing; (c) 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; (d) , any claim predicated on strict liability or any similar legal theory based on actswith respect to any products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, omissions, events or circumstances prior any other Action relating to the Closing; Aluminum Business, (eb) any actual or alleged Seller's violation of any Law (as defined in ARTICLE 7) occurring effect prior to the Closing; 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, (fc) any business or business activities of such Seller which are not part of 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 SellersClosing Date relating to present or past employees of Seller, 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 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' Business; 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 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 1.6), (i) any liability of Seller or any of its shareholders for any Taxes (as defined in ARTICLE 7) of any kind or character of Sellers; (h) any Liability relating to an Excluded Asset; (i) any Liability relating to such Seller's ERISA Plans (as defined in SECTION 3.17); or character, (j) any Liability liability of such Seller or any of its shareholders under or arising by reason of this Agreement, Agreement or incurred in connection with the transactions contemplated by this AgreementAgreement except with respect to payments or performance due for any rights or assets whatsoever to which Purchaser shall be entitled under any Assigned Contracts, including, without limitation, legal and accounting fees and expensesor (k) any liability or obligation arising out of or relating to the Excluded Assets. Notwithstanding any other provision of this Agreement, the obligations of each Seller with respect pursuant to all Liabilities other than the Assumed Liabilities this Paragraph 1.5 shall survive the Closing and consummation of the transactions contemplated by this Agreement.

Obligations Not Assumed. Except for the Assumed Liabilities ----------------------- (which shall not include any obligation or Liability (as defined in ARTICLE 7) arising from any default, breach, misfeasance, malfeasance or nonfeasance by Sellers)Liabilities, Purchaser shall not assume any Liability obligation or liability of either Seller of any kind, and each Seller shall pay, satisfy and perform all of its respective Liabilities when lawfully due obligations (other than the Assumed Liabilities), whether fixed, contingent, known or unknown and whether existing as of the Closing or arising thereafter, which may affect in any way the Transferred Assets or Purchaser's ownership or the operation thereof after of the Closing (as defined in SECTION 1.8) (collectively, the "EXCLUDED LIABILITIES")Actives Business. 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 or obligation of either Seller arising out of or relating to: (a) any actual or alleged tortious conduct of such Seller or any of its employees or agents (other than post-Closing conduct by Purchaser's employees, including former employees of Sellers)agents; (b) any product liability claim, or any claim arising out of a product sold by either Seller prior to the ClosingSeller's infringement or alleged infringement of any third party's Intellectual Property; (c) any claim for breach of warranty or contract by such Seller; (d) any claim predicated on strict liability or any similar legal theory based on actstheory; (d) the violation of any law, omissions, events ordinance or circumstances regulation prior to the Closing; (e) any actual or alleged violation of any Law (as defined in ARTICLE 7) occurring prior to the Closing; (f) any business or business activities of such Seller which are not part of the operation Seller's Actives Business; (f) any liability of the Sellers' BusinessSeller for any taxes of any kind or character; (g) any Liability liability, expense or accrued expense for Taxes (salaries, wages, bonus, vacation pay or other item of employee compensation or employee benefits with respect to any employee of Seller, including, but not limited to, any such liability, expense or accrued expenses of Seller existing or accrued as defined in ARTICLE 7) of any kind the Closing with respect to the Transferred Employees to be employed by Purchaser pursuant to Section 2.9 below, or character of Sellers; (h) any Liability relating to an Excluded Asset; (i) any Liability relating to such Seller's ERISA Plans (as defined in SECTION 3.17); or (j) any Liability liability of such Seller under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement, including, without limitation, legal and accounting fees and expenses. Notwithstanding any other provision of this Agreement, the obligations of each Seller with respect pursuant to all Liabilities other than the Assumed Liabilities this paragraph shall survive the Closing and the transactions contemplated by this Agreement.

Obligations Not Assumed. Except for the Assumed Liabilities ----------------------- (which shall not include any obligation or Liability (as defined in ARTICLE 711) arising from any default, breach, misfeasance, malfeasance or nonfeasance by SellersSeller), Purchaser shall not assume any Liability of either Seller of any kind, and each Seller shall pay, satisfy and perform all of its respective Liabilities when lawfully due (other than the Assumed Liabilities), which may affect in any way the Transferred Assets or Purchaserthe operation of the Seller's ownership or operation thereof after the Closing (as defined in SECTION 1.8) Business (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 of either Seller arising out of or relating to: (a) any actual or alleged tortious tortuous conduct of such Seller or any of its employees or agents (other than post-Closing conduct by Purchaser's employees, including former employees of Sellers)agents; (b) any product liability claim arising out of a product Liabilities pertaining to products sold by either Seller prior to the ClosingClosing Date, including without limitation product liability claims and returns; (c) any claim for breach of warranty or contract by such SellerSeller pertaining to products sold by Seller prior to the Closing Date; (d) 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 based on acts, omissions, events or circumstances prior to the Closingtheory; (e) any actual or alleged violation of any Law (as defined in ARTICLE 711) occurring in effect prior to the ClosingClosing (as defined in Section 1.8), including any Environmental Law (as defined in ARTICLE 11); (f) any business or business activities of such Seller which are not part of the operation of the Sellers' Seller's Business; (g) any Liability for Taxes (as defined in ARTICLE 711) of any kind or character from the operation of Sellersthe Seller's Business prior to the Closing; (h) any Liability relating to an Excluded Asset; (i) except for accrued vacation expenses reflected on the Closing Date Balance Sheet, any Liability relating of Seller in connection with employee compensation expenses with respect to such Seller's periods prior to the Closing, including without limitation payroll, benefits, severance, commissions, withholding Taxes and any Liabilities under any ERISA Plans Plan (as defined in SECTION 3.173.18), including without limitation any Liability of Seller under ERISA; or (j) any Liability of such Seller under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement, includingor (k) any other Liabilities which otherwise arise or are asserted by reason of the conduct of the Seller's Business prior to the Closing Date or events, without limitation, legal and accounting fees and expensesacts (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 each Seller with respect to all Liabilities other than the Assumed Liabilities shall survive the Closing and the transactions contemplated by this Agreement.