Except for the Assumed Liabilities. CACI and CASub are assuming no liabilities of GSI or any other person or entity in connection with this transaction. Without limiting the generality of the foregoing, GSI shall be solely responsible for payment of all amounts at any time owing by GSI with respect to the business, operations or property of GSI, both before and after the Closing, whether accrued or contingent, known or unknown, other than the Assumed Liabilities. CACI specifically assumes no liability for, and GSI specifically retains sole responsibility for, the following, regardless of when discovered or asserted: 1.3.1.1 Obligations under the Assigned Contracts arising as a result of any breach of any term or any default by GSI occurring before the Closing; 1.3.1.2 All medical, dental, life insurance, workmen's compensation and other pension and welfare benefit obligations under any Benefit Plan for all hourly and salaried employees of GSI who terminated employment or retired before the Closing and all such obligations for claims under any Benefit Plan that were incurred or (with respect to workmen's compensation) injuries that occurred before the Closing; 1.3.1.3 Any warranty or other claim relating to goods delivered or services performed by GSI before the Closing; and 1.3.1.4 Any claim relating to failure to comply before the Closing with any Environmental Permit or Environmental Law (as hereinafter defined) or relating to any Environmental Contamination (as hereinafter defined), or use, disposal or discharge of any Materials of Environmental Concern (as hereinafter defined) by GSI or its lessees, agents or representatives, occurring or in existence on or before the Closing.
Appears in 2 contracts
Sources: Acquisition Agreement (Caci International Inc /De/), Acquisition Agreement (Caci International Inc /De/)