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 Liabilities, Purchaser Buyer 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 Liabilitiesdebts, Sellerduties, and Shareholder shall cause Seller to, pay, satisfy and perform all of its obligations, whether fixed, contingent, known responsibilities 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 liabilities of Seller or any of its employees Affiliates of any kind or agentsnature, contingent or otherwise other than the Assumed Liabilities. In furtherance, and not in limitation of this Section 2.3, Buyer does not assume, undertake or accept any product liability claim relating to products cast debts, duties, obligations, responsibilities or liabilities of Seller or any of its Affiliates which are not Assumed Liabilities with respect to: (regardless a) the conduct of whether Seller shall have removed the gating from such casting) or services rendered by Seller, any claim for breach of warranty or contract Business 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 its Affiliates prior to the Closing Date, including without limitationbut not limited to all liabilities, Seller's violation of or any failure to comply with any Environmental Law or any liability arising from or in connection with the possessiondebts, useduties, 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 responsibilities due to be paid or obligation arising out of the operation of Seller's Business on or performed prior to the Closing Date relating or which pertain to present goods delivered 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 services performed prior to the Closing Date for the protection or benefit Closing, and contingencies 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 kind which occur arose on or prior to the Closing Date, including but not limited to those obligations and contingencies that are not known as of the Closing Date but which become known thereafter; (fb) obligations with respect to the Assumed Contracts arising from or related to any liability arising under any Plans of Seller, (g) any liability default or obligation breach by or on behalf of Seller to or any of its shareholders, Affiliates; (hc) any liability accounts payable of the Seller which arose prior to the Closing Date, regardless of whether invoiced before or Shareholder for expenses after the Closing Date; (d) any federal, state or Taxeslocal taxes of any nature whatsoever, if anyor penalties or interest arising therefrom, in connection with, resulting from incurred by or arising out of this Agreement Seller’s ownership, control or operation of the transactions contemplated hereby Assets, the Business and the Facility on or before the Closing Date; and (other than for certain transaction taxes which shall be dealt with as provided for in Paragraph 1.7)e) obligations to any employee, (i) any liability stockholder, director or officer of Seller for salary, wages, fringe benefits, vacation or its shareholders severance pay or other amounts due for services performed for Seller prior to the Closing Date or for severance payments to any Taxes employee of Seller relating to such employee’s employment with Seller or under any kind or character, (j) any liability Employee Benefit Plan of Seller or any its shareholders Affiliate of Seller, excluding [. . . *** . . .] for the Hired Employees, which are being assumed by Buyer. *Confidential Treatment Requested 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 (k17 C.F.R. §§ 200.80(b)(4) 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.240.24b-2(b)(1)

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, 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 or arising thereafter, or which may affect in any way the Transferred Assets or Seller's the operation of the Actives Business. Without limiting the generality of the foregoing, under no circumstances shall Purchaser be deemed to assume any 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 to products cast (regardless of whether Seller shall have removed the gating from such casting) claim, or services rendered by Seller, any claim for breach arising out of warranty Seller's infringement or contract by Seller with respect to alleged infringement of any products cast third party's Intellectual Property; (regardless of whether Seller shall have removed the gating from such castingc) or services rendered by Seller, any claim predicated on strict liability or any similar legal theory with respect to any products cast theory; (regardless of whether Seller shall have removed d) 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 law, ordinance or regulation 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; (ce) any business or business activities of Seller which are not part of Seller's Actives 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 of Seller for any Plans taxes of Seller, any kind or character; (g) any liability liability, expense or obligation accrued expense for 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 of the Closing with respect to any of its shareholdersthe Transferred Employees to be employed by Purchaser pursuant to Section 2.9 below, or (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 AssetsAgreement. Notwithstanding any other provision of this Agreement, the obligations of Seller pursuant to this Paragraph 1.6 paragraph 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.