Common use of Unassumed Liabilities Clause in Contracts

Unassumed Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and shall not be obligated to pay, discharge, or indemnify any party with respect to, any liability, obligation, or commitment of any nature of the Sellers, whether now or hereafter existing or created, whether known or unknown and whether absolute, accrued, contingent or otherwise (the “Unassumed Liabilities”), including but not limited to: (i) Any claims under any express or implied Contracts relating to products or services sold or provided by the Sellers prior to the Closing, including without limitation claims with respect to product warranties or product liabilities; (ii) Any of the rights and interests, and all of the liabilities and obligations, of each Seller in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking that is not an Assumed Contract; (iii) Any obligation to issue any warrant or other security of any kind under an Assumed Contract; (iv) Taxes of any nature whatsoever of the Sellers arising from the operation of the EliteXC Business or the ownership of the Assets for any period (or portion of any period) ending on or prior to the Closing Date and any Taxes incurred by the Sellers that will arise as a result of the purchase, sale or transfer of the Assets pursuant to this Agreement; (v) Obligations under any employee agreements, including but not limited to, director and officer indemnification agreements, and profit sharing, pension, stock option, or any other equity benefit or ERISA plan; (vi) Any other claims or liabilities arising out of the operation of the EliteXC Business (including but not limited to any real property leases or subleases) or the ownership of the Assets, including any unpaid obligations and liabilities due and payable under the Assumed Contracts by either Seller, at or prior to Closing; (vii) Any liabilities and obligations, known or unknown, fixed, contingent or otherwise, the existence of which is a breach of any representation, warranty, covenant, obligation or agreement of Seller set forth in this Agreement or in any of the other documents or agreements contemplated hereby (provided that nothing in this subparagraph (vii) shall diminish the indemnification limits set forth in Section 8.4(b)); (viii) Any liabilities and obligations relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, any and all assets, properties, rights and interests which are not being acquired by Buyer hereunder, including, without limitation, the Excluded Assets; and (ix) All liabilities and obligations incurred by each Seller or its Affiliates or their respective directors, officers, shareholders, agents or employees after the Closing Date.

Unassumed Liabilities. Except for Other than the VCD Assumed LiabilitiesLiabilities and Buyer's obligations prescribed in the VCD Warehouse Facilities Leases, the Toy/Sports License Agreement, and the HBA License Agreements, Buyer shall not assume and shall not or be obligated liable to pay, discharge, VCD or indemnify any party with other person or entity for or in respect to, any liability, obligation, or commitment of any nature of the Sellersdebts, whether now or hereafter existing or created, whether known or unknown and whether absolute, accrued, contingent or otherwise (the “Unassumed Liabilities”), including but not limited to: (i) Any claims under any express or implied Contracts relating to products or services sold or provided by the Sellers prior to the Closing, including without limitation claims with respect to product warranties or product liabilities; (ii) Any of the rights and interests, and all of the liabilities and obligations, obligations of each Seller in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking that is not an Assumed Contract; (iii) Any obligation to issue any warrant or other security of any kind under an Assumed Contract; (iv) Taxes of any nature whatsoever of the Sellers arising from the operation of the EliteXC Business or the ownership of the Assets for any period (or portion of any period) ending on or prior to the Closing Date and any Taxes incurred by the Sellers that will arise as a result of the purchase, sale or transfer of the Assets pursuant to this Agreement; (v) Obligations under any employee agreementsVCD whatsoever, including but not limited to, director the following debts, liabilities and officer indemnification agreementsobligations of VCD: (a) Any debt, and profit sharingliability or obligation of VCD to taxing or other governmental authorities for any foreign or domestic, pensionfederal, stock option, state or any other equity benefit local income taxes or ERISA plansimilar taxes based upon the income of VCD; (vib) Any other claims debt, liability or liabilities obligation of VCD with respect to any event that shall have occurred on or prior to the Effective 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 VCD; (c) VCD's Product Liability Obligations; (d) Any debt, liability or obligation of VCD under or in respect of any compensation or benefit plan, policy or arrangement in favor of the employees of VCD; (e) Any debt, liability or obligation of VCD to any of its shareholders, directors, officers or employees arising out of the operation of the EliteXC Business (including but not limited to any real property leases or subleases) or the ownership of the Assets, including any unpaid obligations and liabilities due and payable under the Assumed Contracts by either Seller, at or prior to Closing; (vii) Any liabilities and obligations, known or unknown, fixed, contingent or otherwise, the existence of which is a breach of any representation, warranty, covenant, obligation or agreement of Seller set forth in this Agreement or in any of the other documents or agreements transactions contemplated hereby (provided that nothing in this subparagraph (vii) shall diminish the indemnification limits set forth in Section 8.4(b)); (viii) Any liabilities and obligations relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, any and all assets, properties, rights and interests which are not being acquired by Buyer hereunderhereby, including, without limitation, the Excluded Assetsany liability for severance or termination pay; andor (ixf) All liabilities Any debt, liability, cost, contribution, or obligation of VCD or of any Related Entity arising from or relating to, directly or indirectly, any Plan of VCD or of any Related Entity, including, but not limited to, excise taxes, interest, and obligations incurred by each Seller penalties, and whether to current or its Affiliates former employees, retired employees, alternative payees under qualified domestic relations orders, any eligible participants, or their respective directorsthe beneficiaries of any such party or parties, officersto the Internal Revenue Service, shareholdersDepartment of Labor, agents Pension Benefit Guaranty Corporation or employees after the Closing Dateother government agency, to any multi-employer plan or fund or to any other party, and Buyer shall not be a successor employer under any such Plan.

Unassumed Liabilities. Except for Notwithstanding anything contained in Section 1.6 to the Assumed Liabilitiescontrary, Buyer shall not assume or be liable or responsible for, and Seller or the applicable Selling Subsidiary shall not be obligated to retain, pay, perform and discharge, or indemnify as the case may be, when due any party with respect to, any liability, obligation, or commitment of any nature of the Sellers, whether now or hereafter existing or created, whether known or unknown and whether absolute, accrued, contingent or otherwise (the “Unassumed Liabilities”), including but not limited to: (i) Any claims under any express or implied Contracts relating to products or services sold or provided by the Sellers prior to the Closing, including without limitation claims with respect to product warranties or product liabilities; (ii) Any of the rights and interests, and all of the following debts, liabilities and obligationsor obligations of Seller or the applicable Selling Subsidiary, whether arising out of each Seller in, under or pursuant relating to any license, lease, contract, agreement, commitment the Purchased Assets or undertaking that is not an Assumed Contract; (iii) Any obligation to issue any warrant or other security of any kind under an Assumed Contract; (iv) Taxes of any nature whatsoever of the Sellers arising from the operation of the EliteXC Business or otherwise prior to the ownership Transfer Date (collectively, the "Unassumed Liabilities"): (a) Any debt, liability or obligation of the Assets Seller or any Selling Subsidiary in respect of MTG for any period (or portion of any period) income, payroll, sales and use and value-added Taxes which relate to periods ending on or prior to the Closing Date and any Taxes incurred by the Sellers that will arise as a result of the purchase, sale or transfer of the Assets pursuant to this AgreementTransfer Date; (vb) Obligations under Any intercompany payable balances due to any employee agreementsAffiliate 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 but not limited tobodily injury, director and officer indemnification agreementsdeath 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, and profit sharingliability or obligation for borrowed money, pension, stock optionincluding without limitation all bank indebtedness of any sort, or any other equity benefit or ERISA planguarantee of the obligations of another for borrowed money; (vie) Any other claims Liabilities arising under any insurance policies or liabilities arising out self-insurance programs (for the avoidance of the operation of the EliteXC Business (including but not limited to any real property leases or subleases) or the ownership of the Assetsdoubt, including any unpaid obligations and liabilities due and payable under excluding the Assumed Contracts by either Seller, at or prior to ClosingEmployee Obligations); (viif) Any liabilities and obligationsdebt, known liability or unknown, fixed, contingent or otherwise, obligation to the existence of which is a breach of any representation, warranty, covenant, obligation or agreement of Seller set forth in this Agreement or in extent related to any of the other documents Unassumed Liabilities or agreements contemplated hereby (provided that nothing in this subparagraph (vii) shall diminish any of the indemnification limits set forth in Section 8.4(b))Excluded Assets; (viiig) Any liabilities and obligations relating to"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, based in whole including a governmental entity, that relates to any matter or in part condition listed on events or conditions occurring or existing in connection with, or arising out of, any and all assets, properties, rights and interests which are not being acquired by Buyer hereunder, including, without limitation, the Excluded Assets; and (ix) All liabilities and obligations incurred by each Seller or its Affiliates or their respective directors, officers, shareholders, agents or employees after the Closing Date.Schedule 3.6

Unassumed Liabilities. Except for Subject to the Assumed Liabilitieslimitations set forth in Section 11.5, Buyer French Subsidiary shall not assume or be liable or responsible for, and AI shall not be obligated to retain, pay, perform and discharge, or indemnify any party with respect toas the case may be, any liability, obligation, or commitment of any nature of the Sellers, whether now or hereafter existing or created, whether known or unknown and whether absolute, accrued, contingent or otherwise (the “Unassumed Liabilities”), including but not limited to: (i) Any claims under any express or implied Contracts relating to products or services sold or provided by the Sellers prior to the Closing, including without limitation claims with respect to product warranties or product liabilities; (ii) Any of the rights and interests, and all debts, liabilities or obligations of the liabilities and obligations, of each Seller in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking that is not an Assumed Contract; (iii) Any obligation to issue any warrant or other security AI of any kind under an Assumed Contract; (iv) Taxes whatsoever, whether arising out of any nature whatsoever of or relating to the Sellers arising from Purchased Assets or the operation of the EliteXC Business or otherwise prior to the ownership Transfer Date other than the Assumed Liabilities (collectively, the "Unassumed Liabilities"). Notwithstanding anything to the contrary contained in Section 1.8, but subject to the limitations set forth in Section 11.5, the Unassumed Liabilities shall include without limitation the following debts, liabilities and obligations of AI as of the Assets Transfer Date: (a) Any debt, liability or obligation of AI to taxing or other governmental authorities for any period (foreign, federal, state or portion of any period) local income or other Taxes which relate to periods ending on or prior to the Closing Date and any Taxes incurred by the Sellers that will arise as a result of the purchase, sale or transfer of the Assets pursuant to this AgreementTransfer Date; (vb) Obligations under Any intercompany payable balances due to any employee agreementsAffiliate of AI; (c) Liability for damage to property, including but not limited todeath or bodily injury or for related punitive, director and officer indemnification agreements, and profit sharing, pension, stock optionconsequential or other damages ("Product Liability") arising out of any product sold by, or any other equity benefit service rendered by, AI on or ERISA planprior to the Transfer Date; (vid) Any debt, liability or obligation incurred on or prior to the Transfer Date to any present or former employees of AI or under any collective bargaining agreement or any compensation or benefit plan generally applicable to the present or former employees of AI (including without limitation pension and medical benefit plans), except for the Assumed Employee Obligations; (e) 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; (f) Liabilities arising under any insurance policies or self-insurance programs, except for the Assumed Insurance Policies; (g) Any debt secured by or directly related to any of the Excluded Assets; (h) Any debt, liability or obligation (i) arising under the "Environmental Laws" and based upon any activities or conditions which existed on or prior to the Transfer Date, or any "Environmental Activity" occurring on or prior to the Transfer Date (as such terms are defined in Section 3.6(f)), or (ii) for any failure of AI or any other claims person to comply with all applicable Environmental Laws on or liabilities prior to the Transfer Date; (i) Any debt, liability or obligation of AI to any current or former directors, officers or employees of AI, including without limitation any liability arising out of the operation transactions provided for in this Agreement, except for the Assumed Employee Obligations; (j) Any debt, liability or obligation in respect of any complaint, suit, action, arbitration or regulatory, administrative or governmental proceeding or investigation which is threatened in writing or pending on the EliteXC Business Transfer Date (including but not limited without limitation those matters disclosed on Schedule 3.16), or instituted after the Transfer Date, to any real property leases or subleases) or the ownership of extent it relates to the Assets, including any unpaid obligations and liabilities due and payable under the Assumed Contracts Business conducted by either Seller, at AI on or prior to Closingthe Transfer Date; (viik) Any liabilities and obligationsdebt, known liability or unknown, fixed, contingent obligation arising from any violation or otherwise, the existence of which is a breach alleged violation by AI of any representationapplicable statute, warrantylaw, covenantordinance, rule, regulation, order or decree to the extent it relates to the Business conducted by AI on or prior to the Transfer Date; (l) Any debt, liability or obligation in respect of the Excluded Assets; (m) Any debt, liability or agreement of Seller set forth obligation to AI's respective present, former or future shareholders in this Agreement or in their capacity as shareholders; (n) Any breach by AI occurring prior to the Transfer Date under any of the other documents or agreements contemplated hereby (provided that nothing in this subparagraph (vii) shall diminish the indemnification limits set forth in Section 8.4(b))Assumed Executory Contracts; (viiio) Any liabilities and obligations relating todebt, based liability or obligation under any contract or agreement with any party, except for the Assumed Executory Contracts; (p) The infringement occurring prior to the Transfer Date of any patents, trade names, trademarks, service marks, copyrights, "Software" (as defined in whole Section 3.13), know-how, industrial property, technology or in part on events or conditions occurring or existing in connection withother proprietary rights of others by any method, process, procedure, apparatus, or arising out of, any and all assets, properties, rights and interests which are not being acquired equipment used by Buyer hereunder, including, without limitation, AI in the Excluded AssetsBusiness; and (ixq) All Those certain debts, liabilities and or obligations incurred by each Seller or its Affiliates or their respective directors, officers, shareholders, agents or employees after the Closing Date.of AI set forth on Exhibit E.

Unassumed Liabilities. Except for Notwithstanding anything contained in Section 1.6 to the Assumed Liabilitiescontrary, Buyer shall not assume or be liable or responsible for, and Seller or the applicable Selling Subsidiary shall not be obligated to retain, pay, perform and discharge, or indemnify as the case may be, when due any party with respect to, any liability, obligation, or commitment of any nature of the Sellers, whether now or hereafter existing or created, whether known or unknown and whether absolute, accrued, contingent or otherwise (the “Unassumed Liabilities”), including but not limited to: (i) Any claims under any express or implied Contracts relating to products or services sold or provided by the Sellers prior to the Closing, including without limitation claims with respect to product warranties or product liabilities; (ii) Any of the rights and interests, and all of the following debts, liabilities and obligationsor obligations of Seller or the applicable Selling Subsidiary, whether arising out of each Seller in, under or pursuant relating to any license, lease, contract, agreement, commitment the Purchased Assets or undertaking that is not an Assumed Contract; (iii) Any obligation to issue any warrant or other security of any kind under an Assumed Contract; (iv) Taxes of any nature whatsoever of the Sellers arising from the operation of the EliteXC Business or otherwise prior to the ownership Transfer Date (collectively, the "Unassumed Liabilities"): (a) Any debt, liability or obligation of the Assets Seller or any Selling Subsidiary in respect of MTG for any period (or portion of any period) income, payroll, sales and use and value-added Taxes which relate to periods ending on or prior to the Closing Date and any Taxes incurred by the Sellers that will arise as a result of the purchase, sale or transfer of the Assets pursuant to this AgreementTransfer Date; (vb) Obligations under Any intercompany payable balances due to any employee agreementsAffiliate 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 but not limited tobodily injury, director and officer indemnification agreementsdeath 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, and profit sharingliability or obligation for borrowed money, pension, stock optionincluding without limitation all bank indebtedness of any sort, or any other equity benefit or ERISA planguarantee of the obligations of another for borrowed money, but excluding indebtedness of Seller's Offenbach, Germany and Paris, France branches; (vie) Any other claims Liabilities arising under any insurance policies or liabilities arising out self-insurance programs (for the avoidance of the operation of the EliteXC Business (including but not limited to any real property leases or subleases) or the ownership of the Assetsdoubt, including any unpaid obligations and liabilities due and payable under excluding the Assumed Contracts by either Seller, at or prior to ClosingEmployee Obligations); (viif) Any liabilities and obligationsdebt, known liability or unknown, fixed, contingent or otherwise, obligation to the existence of which is a breach of any representation, warranty, covenant, obligation or agreement of Seller set forth in this Agreement or in extent related to any of the other documents Unassumed Liabilities or agreements contemplated hereby (provided that nothing in this subparagraph (vii) shall diminish any of the indemnification limits set forth in Section 8.4(b))Excluded Assets; (viiig) Any liabilities and obligations relating to"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, based in whole including a governmental entity, that relates to any matter or in part condition listed on events or conditions occurring or existing in connection with, or arising out of, any and all assets, properties, rights and interests which are not being acquired by Buyer hereunder, including, without limitation, the Excluded Assets; and (ix) All liabilities and obligations incurred by each Seller or its Affiliates or their respective directors, officers, shareholders, agents or employees after the Closing Date.Schedule 3.6