Unassumed Liabilities. Notwithstanding anything contained in Section 1.6 to the contrary, Buyer shall not assume or be liable or responsible for, and Seller or the applicable Selling Subsidiary shall retain, pay, perform and discharge, as the case may be, when due any and all of the following debts, liabilities or obligations of Seller or the applicable Selling Subsidiary, whether arising out of or relating to the Purchased Assets or the operation of the Business or otherwise prior to the Transfer Date (collectively, the "Unassumed Liabilities"):
(a) Any debt, liability or obligation of Seller or any Selling Subsidiary in respect of MTG for income, payroll, sales and use and value-added Taxes which relate to periods ending on or prior to the Transfer Date;
(b) Any intercompany payable balances due to any Affiliate of Seller or any Selling Subsidiary, except to the extent reflected on Exhibit B-2;
(c) Any debt, liability or obligation for product liability claims (including with respect to personal injury, including bodily injury, death or property damage) arising from the use or operation of products sold or serviced by Seller or any Selling Subsidiary in connection with the Business to the extent such claims arise out of losses or injuries which occurred on or prior to the Transfer Date;
(d) Any debt, liability or obligation for borrowed money, including without limitation all bank indebtedness of any sort, or any guarantee of the obligations of another for borrowed money, but excluding indebtedness of Seller's Offenbach, Germany and Paris, France branches;
(e) Liabilities arising under any insurance policies or self-insurance programs (for the avoidance of doubt, excluding the Assumed Employee Obligations);
(f) Any debt, liability or obligation to the extent related to any of the other Unassumed Liabilities or any of the Excluded Assets;
(g) Any "Known Environmental Liability," as defined below. "Known Environmental Liability" shall include (i) any "Loss" (as defined in Section 11.1) arising from a claim by a third party, including a governmental entity, that relates to any matter or condition listed on Schedule 3.6
Unassumed Liabilities. Assignor shall remain liable for any and all liabilities under the Assumed Contracts, the Easements, the Permits and Assignor’s rights with respect to its Customers and Suppliers arising out of or relating or pertaining to Assignor’s performance or non-performance under any Assumed Contract at any time prior to the Closing Date, whether asserted before or after such date. Nothing contained herein shall be construed to effect an assignment by the Assignor or the assumption by the Assignee of any liabilities of the Assignor other than the Assumed Liabilities.
Unassumed Liabilities. Buyer shall not assume or be liable to Seller or any other person or entity for or in respect of any debts, liabilities and obligations of Seller not specified in Section 2.7 hereof (collectively, the "Unassumed Liabilities"). Notwithstanding the provisions of Section 2.7 hereof and without limiting the generality of the preceding sentence, Buyer shall not assume or be liable to Seller or any other person or entity for or in respect of the following debts, liabilities and obligations of Seller:
(a) Any debt, liability or obligation of Seller to taxing or other governmental authorities for any foreign or domestic, federal, state or local income taxes or similar taxes based upon the income of Seller for periods ending on or prior to the Closing Date;
(b) Any debt, liability or obligation with respect to any event which shall have occurred on or prior to the Closing Date whether or not such event and the liability relating thereto is insured against under any of the coverages under the insurance policies and/or self-insurance programs of Seller;
(c) Any debt, liability or obligation of Seller under or in respect of any compensation or benefit plan, policy or arrangement in favor of the Employees of Seller;
(d) Any debt, liability or obligation of Seller to any of its shareholders, directors, officers or Employees arising out of the transactions contemplated hereby, including, without limitation, any liability for severance or termination pay;
(e) Any of Seller's products liability obligations or product warranty obligations; or
(f) Any debt, liability or obligation of Seller arising from or relating to, directly or indirectly, of Seller's employee welfare plans or employee benefit plans.
Unassumed Liabilities. 10 2.9 Bulk Sale Law. . . . . . . . . . . . . . . . . . . . 11 2.10 Non-Assignable Contracts and Rights. . . . . . . . . 11 2.11 Prorations . . . . . . . . . . . . . . . . . . . . . 12
Unassumed Liabilities. Any of the Unassumed Liabilities;
Unassumed Liabilities. Other than the Assumed Liabilities, LLC shall not assume, nor shall LLC or any of its affiliates be deemed to have assumed or guaranteed, any other liability or obligation of any nature of APS, or claims of such liability or obligation, whether accrued, matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown arising out of (i) acts or occurrences prior to the Closing, (ii) liabilities or obligations relating to the Contributed Assets prior to the Closing, or (iii) any other liability or obligation of APS (all such items (i) through (iii) of this Section 2.2, collectively, the "Unassumed Liabilities"). The Unassumed Liabilities specifically include, without limitation, all Accounts Payable for goods delivered to APS or services performed for APS prior to the Closing Date and also include any liabilities or obligations of APS with respect to APS's employees earned prior to the Closing Date, whether or not any of APS's employees become employees of LLC.
Unassumed Liabilities. To the extent that the Sellers have not satisfied and discharged the Unassumed Liabilities on or prior to the Closing Date (or, in the case of the Unassumed Liabilities arising in respect of Seller's obligations under Section 7.8, provided for a reserve or accrual in an amount satisfactory to Team) and the Preliminary Net Working Capital Surplus, Preliminary Net Working Capital Deficit, Net Working Capital Deficit or Net Working Capital surplus, as the case may be, has not been adjusted with respect thereto under Section 7.6.2 above, then the Sellers shall satisfy and discharge the Unassumed Liabilities from time to time after the Closing Date within five (5) days after written notice from Team.
Unassumed Liabilities. VCampus and Prosoft agree that the Plan and Plan Related Documents shall provide for the assignment to and assumption by the Liquidating Trust of all obligations and liabilities of Prosoft (the “Unassumed Liabilities”) other than the following obligations and liabilities that shall be specifically accepted, assumed and retained by Reorganized Prosoft: (i) those liabilities and obligations as specifically identified on the Closing Balance Sheet; (ii) prospective liabilities under the Leases and Executory Contracts as of the date of the Closing; (iii) any cure amounts due under Section 365 of the Bankruptcy Code for the Leases and Executory Contracts (iv) obligations of Prosoft with respect to inventory ordered by Prosoft in the Ordinary Course of Business, but not yet received by Prosoft as of the date of the Closing; (v) the current portion of employee compensation, withholdings, and Other Employee Benefits incurred in the Ordinary Course of Business, including but not limited to accrued salary and vacation for both contract and at will employees (and specifically excluding any Employee Benefit Plan liabilities); (vi) the current portion of liabilities owed to governmental entities for taxes or other similar obligations and (vii) any Wait-List Liabilities (as defined in Section 2.3(d)) assumed post-Closing by Reorganized Prosoft pursuant to Section 2.3 (the liabilities and obligations set forth in Section 1.4(i) through 1.4(vii) shall be referred to collectively as the “Retained Liabilities”). Prosoft and VCampus anticipate that the Retained Liabilities, with the exception of those described in subparagraph (ii), above, will be accounted for as part of the calculation of Working Capital. Set forth in Schedule 1.4 is a list of the liabilities described in subsections (i) and (iv), above, and the amounts of such liabilities as of the date represented on Schedule 1.4, which amounts are subject to change in the Ordinary Course of Business through the Closing Date.
Unassumed Liabilities. Closing. To the extent that it is not reasonably practicable for PE to satisfy any Unassumed Liabilities – Closing on or before the Closing Date, Holdings, in addition to all other rights and remedies available to Holding hereunder, may, but is not obligated to, satisfy and pay such Unassumed Liabilities – Closing on behalf of PE. As soon as practicable after the Closing Date, but in no event more sixty (60) days following the Closing Date, Holdings shall prepare and deliver to PE and all other members of Holdings, a post–closing reconciliation statement (“Post-Reconciliation Statement”) listing: (i) the Unassumed Liabilities – Closing that remain payable by PE; (ii) any Unassumed Liabilities – Closing that Holdings has paid or satisfied on behalf of PE (pro rated on a per diem basis) pursuant to the preceding sentence; (iii) any Prepaids made by PE; (iv) the net amount owed by PE or Holdings after offsetting all amounts listed in clauses (i), (ii), and (iii). The Post-Reconciliation Statement shall be calculated in accordance with U.S. Generally Accepted Accounting Principles, consistently applied (“GAAP”). Holdings shall deliver to PE hard copies of the work papers relating to the Post-Reconciliation Statement and any other information reasonably requested by PE in connection with PE’s evaluation of the Post-Reconciliation Statement. Within twenty (20) days after receipt of such Post-Closing Reconciliation Statement, PE may object to such statement by providing written notice (“Dispute Notice”) to Holdings and the other members along with details of such dispute. If PE timely provides a Dispute Notice, the representatives of PE and Holdings shall meet promptly and attempt in good faith to resolve any differences (the “Reconciliation Settlement”). If PE and Holdings cannot agree upon a Reconciliation Settlement within ten (10) days after the date of the Dispute Notice, such dispute promptly shall be submitted for resolution to Holdings independent certified public accounting firm (the “CPA Firm”). The CPA Firm promptly shall resolve the matters that are in disagreement between the parties with respect to the Post-Closing Reconciliation Statement as set forth in the Dispute Notice in accordance with the terms of this Agreement and GAAP, and promptly shall deliver its determination (the “CPA Determination”) in writing to PE and Holdings. The CPA Determination shall be final and binding upon PE and Holdings. The fees and expenses of the CPA Firm shall be bor...
Unassumed Liabilities. 17 --------------------- Section 2.16 Interests of Officers and Directors...................17 ----------------------------------- Section 2.17 Restrictions on Business Activities...................17 -----------------------------------
