Common use of Other Liabilities Not Assumed Clause in Contracts

Other Liabilities Not Assumed. Purchaser shall not assume any liabilities of Sellers that are not listed on the Schedule of Assumed Liabilities, and, with respect to each Assumed Liability listed on the Schedule of Assumed Liabilities, Purchaser does not assume and shall not have or be under any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date, of such liability or obligation stated on such schedule. Without limiting the generality of the foregoing and except as otherwise provided on the Schedule of Assumed Liabilities, the Assumed Liabilities will not include, and Purchaser shall not assume under this Agreement, any of the following obligations or liabilities of Sellers: (a) Any cost, expense, or tax liability of Sellers arising from or growing out of the sale provided for by this Agreement. (b) Any debt, obligation, or liability to any person or any entity owned or controlled in whole or in part by Sellers under any sales, representation, or similar agreement not identified as an Assigned Contract (as defined below). (c) Any debt, liability, or obligation of Sellers (or costs and expenses in connection therewith) to the extent that such debt, liability, or obligation is actually satisfied or paid on behalf of Sellers by an insurer or insurers under a policy issued to such Sellers. (d) Any liability or obligation arising from any violation by Sellers or by their employees or agents of any statute (or rule or regulation thereunder) or executive regulation of the United States or any State or any political subdivision or agency thereof or any statutes (or rule or regulation thereunder) or executive, administrative, or quasi-judicial regulation of any foreign government. (e) Any liability or obligation whose existence violates or is contrary to any representation or warranty of Sellers. (f) Federal and other domestic or foreign income tax or other tax liabilities known or unknown, existing, or arising from operations prior to the Closing. (g) Any liability or obligation for or arising under any claim for workers' compensation or for any tort, breach of any legal duty, breach or violation of any contract or violation or breach of any law, statute, ordinance, rule, regulation, injunction, or decree, or any liability or obligation for any "product liability" or other claim connected in any manner with any products, events, or activities produced or taking place prior to the Closing.

Other Liabilities Not Assumed. Purchaser shall not assume any liabilities of Sellers that are not listed on Except for the Schedule of Assumed Liabilities, and, with respect to each Assumed Liability listed on the Schedule of Assumed Liabilities, Purchaser Buyer does not assume and shall not have be deemed to assume any other liabilities or be under obligations of Seller in connection with the Transactions. All liabilities and obligations of Seller other than the Assumed Liabilities are referred to herein as the “Excluded Liabilities”. The Excluded Liabilities will include, without limitation, the following (but, for avoidance of doubt, will not include any Assumed Liabilities): (a) any liabilities or obligations (whether assessed or unassessed) of Seller for any Taxes, any Transfer Taxes (whether imposed on Seller or Buyer) and any Taxes of the Business for any period (or portion thereof) ending on or prior to, the Closing Date; (b) any and all liabilities or obligations of Seller or the Partners payable to any Person identified on Schedule 2.2(b) hereto, whether or not such liabilities are set forth on Schedule 2.2(b) and whether or not such liabilities are accrued in connection with, or with respect to, any Asset or the Business; (c) except for the Healthcare Employee Payroll Amount and any Undetermined Commissions set forth on Schedule 5.8(b) hereto, any liabilities or obligations arising out of or related to (i) the employment or other service relationship with Seller, and (ii) the termination or compensation by Seller of any Seller Employee or other current or former service provider of Seller, including, without limitation, any Taxes (including, without limitation, any employer withholding and similar obligations), compensation claims, workers’ compensation benefits or 401(k) Matching Payments, whether or not such liabilities are accrued in connection with, or with respect to, the Business or the sale of the Assets pursuant hereto; provided that any liability or obligation over and above under or relating to any amountAssumed Seller Benefit Arrangement (other than any liability or obligation related to Seller’s 401(k) plan, including the 401(k) Matching Payments) with respect to an event or circumstance first occurring or arising after the occurrence Closing Date shall not be an Excluded Liability; (d) any liabilities or obligations of Seller or the Partners incurred, arising from or out of or in connection with this Agreement or the events or negotiations leading up to this Agreement; (e) all liabilities or obligations of Seller or the Partners in respect of any limitation of the Excluded Assets, including, without limitation, liability for any breaches or expiration datenonfulfillments of representations, of warranties and covenants (including support requirements and indemnification provisions); (f) any liabilities or obligations under or relating to any Seller Benefit Arrangement, whether or not such liability or obligation stated on such schedule. Without limiting arises prior to or after the generality of the foregoing and except as otherwise Closing Date; provided on the Schedule of Assumed Liabilities, the Assumed Liabilities will not include, and Purchaser shall not assume under this Agreement, that any of the following obligations or liabilities of Sellers: (a) Any cost, expense, or tax liability of Sellers arising from or growing out of the sale provided for by this Agreement. (b) Any debt, obligation, or liability to any person or any entity owned or controlled in whole or in part by Sellers under any sales, representation, or similar agreement not identified as an Assigned Contract (as defined below). (c) Any debt, liability, or obligation of Sellers (or costs and expenses in connection therewith) to the extent that such debt, liability, or obligation is actually satisfied or paid on behalf of Sellers by an insurer or insurers under a policy issued to such Sellers. (d) Any liability or obligation arising from under or relating to any violation by Sellers or by their employees or agents of Assumed Seller Benefit Arrangement (other than any statute (or rule or regulation thereunder) or executive regulation of the United States or any State or any political subdivision or agency thereof or any statutes (or rule or regulation thereunder) or executive, administrative, or quasi-judicial regulation of any foreign government. (e) Any liability or obligation whose existence violates related to Seller’s 401(k) plan, including the 401(k) Matching Payments) with respect to an event or is contrary to any representation or warranty of Sellers. (f) Federal and other domestic or foreign income tax or other tax liabilities known or unknown, existing, circumstance first occurring or arising from operations prior to after the Closing.Closing Date shall not be an Excluded Liability; and (g) Any any other liability or obligation for or arising to which a Seller Employee becomes entitled under any claim for workers' compensation compensatory, benefit or for any tortseverance policy, breach of any legal dutyplan, breach agreement, arrangement or violation of any contract program which exists or violation or breach of any law, statute, ordinance, rule, regulation, injunctionarises, or decreemay be deemed to exist or arise, under any Law or otherwise, as a result of, or any liability or obligation for any "product liability" or other claim connected in any manner with any productsconnection with, events, or activities produced or taking place prior to the Closingsale of the Business hereunder.

Other Liabilities Not Assumed. Purchaser Buyer shall not assume any liabilities of Sellers Seller not stated in Paragraph 1.2 and that are not listed on the Schedule of Assumed Liabilities, and, with respect to each Assumed Liability listed on the Schedule of Assumed Liabilities, Purchaser does not assume and shall not have or be under any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date, of such liability or obligation stated on such schedule. Without limiting the generality of the foregoing foregoing, and except as otherwise provided on the Schedule of Assumed Liabilities, the Assumed Liabilities will not include, and Purchaser Buyer shall not assume under this Agreement, any of the following Seller's obligations or liabilities of Sellersand liabilities: (a) Any costof Seller's costs, expense, or tax liability of Sellers arising from or growing out of the sale of assets provided for by this Agreement.; (b) Any debt, obligation, or liability to any person or any entity owned or controlled in whole or in part by Sellers Seller, under any sales, representation, or similar agreement not identified as an Assigned Contract (as defined below).identified; (c) Any of Seller's debt, liabilityobligation, or obligation of Sellers liability (or costs and expenses in connection therewith) to the extent that such debt, liability, or obligation is actually satisfied or paid on behalf of Sellers Seller by an insurer or insurers under a policy issued to such Sellers.Seller; (d) Any of Seller's debt, obligation, or liability or obligation arising from any violation by Sellers Seller or by their employees or his agents of any statute (or rule or regulation thereunder) or executive regulation of the United States or any State or any political subdivision or agency thereof (or any statutes (or rule or regulation thereunder) or executive, administrative, or quasi-judicial regulation of any foreign government.; (e) Any of Seller's debt, obligation, or liability or obligation whose existence violates or is contrary to any of Seller's representation or warranty of Sellers.warranty; (f) Federal and other domestic or foreign state income tax or other tax liabilities known or unknown, existing, or arising from operations prior to the Closing., with the exception of those listed on the on the Schedule of Assumed Liabilities; (g) Any liability or obligation for or arising under from any claim for workers' compensation or for any tort, breach of any legal duty, breach or violation of any a contract or violation or breach of any law, statute, ordinance, rule, regulation, injunction, or decree, or any liability or obligation for any "product liability" liability or other claim connected in any manner with any products, events, or activities produced sold, produced, or taking place prior to the Closing.

Other Liabilities Not Assumed. The Purchaser shall not assume and the Assumed Liabilities shall in no event include, without limitation: (i) any liabilities of Sellers or obligations to any materialman, supplier, contractor or subcontractor with respect to Completed Jobs that are not listed included in Payables; (ii) any liabilities or obligation with respect to: (x) income Taxes of the Seller, including income Taxes attributable to the transfer of the Purchased Assets to the Purchaser pursuant to this Agreement; (y) other Taxes of the Seller, to the extent accrued on or prior to the Schedule Closing Date; and (z) Taxes of Assumed any other Person for which the Seller may be liable by contract or otherwise, (iii) any liability of any kind due to illegal or tortious conduct prior to the Closing Date by the Seller, or the Seller’s officers, directors or employees, whether to employees or third parties, (iv) any liability for violation of any Environmental Law in connection with the conduct of the Business occurring before the Closing Date, or any transportation or disposal, or arrangement for transportation or disposal of Regulated Substances by the Seller, occurring before the Closing Date, (v) any liability arising out of any Seller General Liabilities, and(vi) any liability outlined in Section 4.4 , with respect to each Assumed Liability listed on the Schedule of Assumed Liabilities, Purchaser does not assume and shall not have or be under (vii) any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date, of such liability or obligation stated on such schedule. Without limiting the generality of the foregoing Seller related to or arising out of the Dallas Branch and except as otherwise provided on the Schedule Sacramento Branch, including any contract, lease or order that is not included in Payables, (viii) any other liability of Assumed Liabilitiesthe Seller not expressly assumed by the Purchaser pursuant to this Agreement, (ix) any liability due to an Affiliate of the Seller, (x) Unpaid Payables, and (xi) any liabilities or payables related to any Excluded Assets, not included in Payables for which there was a deduction in the Purchase Price. All the liabilities and obligations of the Seller other than the Assumed Liabilities will not include, and Purchaser shall not assume under this Agreement, any of are hereinafter referred to as the following obligations or liabilities of Sellers: (a) Any cost, expense, or tax liability of Sellers arising from or growing out of the sale provided for by this Agreement“Excluded Liabilities. (b) Any debt, obligation, or liability to any person or any entity owned or controlled in whole or in part by Sellers under any sales, representation, or similar agreement not identified as an Assigned Contract (as defined below). (c) Any debt, liability, or obligation of Sellers (or costs and expenses in connection therewith) to the extent that such debt, liability, or obligation is actually satisfied or paid on behalf of Sellers by an insurer or insurers under a policy issued to such Sellers. (d) Any liability or obligation arising from any violation by Sellers or by their employees or agents of any statute (or rule or regulation thereunder) or executive regulation of the United States or any State or any political subdivision or agency thereof or any statutes (or rule or regulation thereunder) or executive, administrative, or quasi-judicial regulation of any foreign government. (e) Any liability or obligation whose existence violates or is contrary to any representation or warranty of Sellers. (f) Federal and other domestic or foreign income tax or other tax liabilities known or unknown, existing, or arising from operations prior to the Closing. (g) Any liability or obligation for or arising under any claim for workers' compensation or for any tort, breach of any legal duty, breach or violation of any contract or violation or breach of any law, statute, ordinance, rule, regulation, injunction, or decree, or any liability or obligation for any "product liability" or other claim connected in any manner with any products, events, or activities produced or taking place prior to the Closing.”

Other Liabilities Not Assumed. Purchaser Buyer shall not assume any liabilities of Sellers Seller that are not listed on the or described in Schedule of Assumed Liabilities1.3, and, and with respect to each the Assumed Liability Liabilities listed on the Schedule of Assumed Liabilities1.3, Purchaser Buyer does not assume and shall not have or be under any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date, date of such liability or obligation stated on such schedule; provided, however, that Buyer shall be responsible for the increase of, or addition to, any liability or obligation to the extent that such increase or addition is caused by the actions or inaction of Buyer subsequent to the Closing. Without limiting the generality of the foregoing and except as otherwise provided on the Schedule of Assumed Liabilities1.3, the Assumed Liabilities will not include, and Purchaser Buyer shall not assume under this Agreement, any of the following obligations or liabilities of SellersSeller: (a) Any cost, expense, or tax liability of Sellers Seller arising from or growing out of the sale provided for by this Agreement.; (b) Any debt, obligation, or liability to any person employee, agent, officer, director, or security holder of Seller or of any entity owned or controlled in whole or in part by Sellers Seller under any employment, sales, representation, or similar agreement not identified as an Assigned Contract Assumed Liability (as defined belowabove)., or under any employee stock option plan, stock purchase plan, bonus plan or arrangement, pension plan or other benefit plan, paid time off plan, health plan, or other employee welfare plan or arrangement; (c) Any debt, liability, or obligation of Sellers Seller (or costs and expenses in connection therewith) to the extent that such debt, liability, or obligation is actually satisfied or paid on behalf of Sellers Seller by an insurer or insurers under a policy issued to such Sellers.Seller; (d) Any liability or obligation arising from any violation by Sellers Seller or by their employees its officers, employees, or agents of any statute (or rule or regulation thereunder) or executive regulation of the United States or any State or any political subdivision or agency thereof or any statutes (or rule or regulation thereunder) or executive, administrative, or quasi-judicial regulation of any foreign government.; (e) Any liability or obligation whose existence violates or is contrary to any representation or warranty of Sellers.Seller; (f) Federal and other domestic or foreign income tax, Federal excise tax, state or local sales tax or other Federal, state or local tax liabilities known or unknown, existing, or arising from operations prior to the Closing.; (g) Any liability or obligation for or arising under any claim for workers' ’ compensation or for any tort, breach of any legal duty, breach or violation of any contract or violation or breach of any law, statute, ordinance, rule, regulation, injunction, or decree, or any liability or obligation for any "“product liability" ” or other claim connected in any manner with any products, events, or activities produced or taking place prior to the Closing.

Other Liabilities Not Assumed. Purchaser Buyer shall not assume any liabilities of Sellers Seller not stated in Paragraph 1.2 and that are not listed on the Schedule of Assumed Liabilities, and, with respect to each Assumed Liability listed on the Schedule of Assumed Liabilities, Purchaser does not assume and shall not have or be under any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date, of such liability or obligation stated on such schedule. Without limiting the generality of the foregoing foregoing, and except as otherwise provided on the Schedule of Assumed Liabilities, the Assumed Liabilities will not include, and Purchaser Buyer shall not assume under this Agreement, any of the the, following Seller's obligations or liabilities of Sellersand liabilities: (a) Any costof Seller's costs, expense, or tax liability of Sellers arising from or growing out of the sale of assets provided for by this Agreement.; (b) Any debt, obligation, or liability to any person or any entity owned or controlled in whole or in part by Sellers Seller, under any sales, representation, or similar agreement not identified as an Assigned Contract (as defined below).identified; (c) Any of Seller's debt, liabilityobligation, or obligation of Sellers liability (or costs and expenses in connection therewith) to the extent that such debt, liability, liability or obligation is actually satisfied or paid on behalf of Sellers Seller by an insurer or insurers under a policy issued to such Sellers.Seller; (d) Any of Seller's debt, obligation, or liability or obligation arising from any violation by Sellers Seller or by their employees or his agents of any statute (or rule or regulation thereunder) or executive regulation of the United States or any State or any political subdivision or agency thereof ( or any statutes (or rule or regulation thereunder) or executive, administrative, or quasi-judicial regulation of any foreign government.; (e) Any of Seller's debt, obligation, or liability or obligation whose existence violates or is contrary to any of Seller's representation or warranty of Sellers.warranty; (f) Federal and other domestic or foreign state income tax or other tax liabilities known or unknown, existing, or arising from operations prior to the Closing., with the exception of those listed on the on the Schedule of Assumed Liabilities; (g) Any liability or obligation for or arising under from any claim for workers' compensation or for any tort, breach of any legal duty, breach or violation of any a contract or violation or breach of any law, statute, ordinance, rule, regulation, injunction, or decree, or any liability or obligation for any "product liability" liability or other claim connected in any manner with any products, events, or activities produced sold, produced, or taking place prior to the Closing.