Liabilities and Obligations Not Assumed Clause Samples

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or of Assignor whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from Assignor’s business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Assignor’s business. All liabilities, debts and obligations of Seller and of Assignor not expressly assumed by Buyer hereunder are hereinafter referred to as the “Excluded Liabilities.”

Liabilities and Obligations Not Assumed. Other than as specifically listed in Section 3.1 above, Buyer shall assume no obligation or liabilities whatsoever of Seller or any Seller Entity, whether or not arising from or related to the Businesses (the “Excluded Liabilities”), and Seller shall or shall cause a Seller Entity to pay and perform each such Excluded Liability as and when due. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Buyer be deemed to assume any Liability (as defined herein) of Seller or any Seller Entity arising out of or relating to: (a) any actual or alleged tortious conduct of Seller, any Seller Entity, or any of their respective employees or agents; (b) any product liability claim arising out of a product sold or disposed of by Seller or any Seller Entity prior to the Effective Time; (c) any claim for breach of warranty or contract by Seller or any Seller Entity; (d) any claim predicated on strict liability or any similar legal theory based on acts, omissions, events or circumstances prior to the Effective Time; (e) any actual or alleged violation of any Law (as defined in Section 4.3) occurring prior to the Effective Time; (f) any business or business activities of Seller or any Seller Entity that are not part of the operation of the Businesses; (g) any Liability for Taxes (as defined in Section 4.7) of any kind or character of Seller or any Seller Entity that relate to any period prior to the Effective Time; (h) any Excluded Asset; (i) the WARN Act (as hereinafter defined) in connection with the transactions contemplated by or provided for in this Agreement; (j) any Environmental Liability relating to or arising out of any pre-Closing condition or obligation; or (k) any Liability of Seller or any Seller Entity under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement. Notwithstanding any other provision of this Agreement, the obligations of Seller and the Seller Entities with respect to all Liabilities other than the Assumed Obligations shall survive the Closing and the transactions contemplated by this Agreement. “Liability” for the purposes hereof shall mean any liability or obligation whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due.

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 4.a. above, Purchaser shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or of Borrower whatsoever. All liabilities, debts and obligations of Seller and of Borrower not expressly assumed by Purchaser hereunder are hereinafter referred to as the “Excluded Liabilities.” The Excluded Liabilities include any liabilities or obligations now or hereafter arising from Borrower’s business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Borrower’s business and the following, whether incurred or accrued before, at or after the Closing: i. all taxes of the Borrower, including any and all federal, state, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any governmental body and/or agency; ii. all liabilities with respect to current and former employees of the Borrower, except for liabilities with respect to any such employees retained by Purchaser that accrue after the Closing Date; iii. all liabilities relating to Excluded Assets; iv. all accounts payable (or other amounts payable) or claims; v. any other liability that is not expressly included among the Assumed Liabilities; and vi. Those specific liabilities listed on Exhibit E attached hereto.

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities or obligations of Company or of the Business whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from or with respect to, the sale of any products or services of Company that occurred prior to the Closing, commissions, fees, investment banker or broker fees (if any) payable by Company to any other party in connection with the Acquisition, the termination by Company of the employment of any current or future employees of Company or any of its Affiliates, any other claims brought against Company arising from Company’s employment of any person, any duties or obligations under any existing or future employee plans or other employee benefit plans of Company or any of its Affiliates, any present or future obligations or liabilities of Company or any of its Affiliates to existing or future employees of Company or any severance or bonus pay obligations of Company or any of its Affiliates or any obligations or liabilities or arising from any breach or default by Company of any contract, agreement or commitment of Company (including but not limited to the Contracts) that occurred (or arose from facts occurring) prior to the Closing. All liabilities, debts and obligations of Company not expressly assumed by Buyer hereunder in this Section 3.2 are herein referred to as the “Excluded Liabilities”.

Liabilities and Obligations Not Assumed. Except as expressly set forth in this Agreement, PURCHASER does not, and shall not, retain, assume or otherwise become obligated in any way to pay, any liabilities, debts or obligations of SELLER whatsoever, including but not limited to: any liabilities or obligations arising from SELLER’s business or development activities that relate to the Purchased Assets before the Effective Date; or any obligations, duties, terms, provisions, liabilities, covenants or other responsibilities associated with the Purchased Assets before the Effective Date, including, without limitation, any license or other fees due to any third parties on or for the Purchased Assets, that are not expressly outlined in Section 5(a) above; or any liabilities, debts or other obligations that relate to any NPS Dedicated Employee (defined in Section 8(g) below) who does not become a Transferred Employee (defined in Section 8(g) below); or any liabilities, debts or other obligations that relate to any Transferred Employee arising from or related to activities or circumstances occurring before the Effective Date. Except as expressly set forth in this Agreement, SELLER does not, and shall not, retain or otherwise become obligated in any way to pay, any liabilities, debts or obligations of PURCHASER whatsoever, including but not limited to: any liabilities or obligations arising from PURCHASER’s business or development activities that relate to the Purchased Assets after the Effective Date; or any obligations, duties, terms, provisions, liabilities, covenants or other responsibilities associated with the Purchased Assets after the Effective Date, including, without limitation, any license or other fees due to any third parties on or for the Purchased Assets or any liabilities, debts or other obligations that relate to any Transferred Employee arising from or related to activities or circumstances occurring after the Effective Date.

Liabilities and Obligations Not Assumed. Notwithstanding anything else in this Agreement to the contrary, Buyer shall not assume or be obligated to pay, discharge or indemnify any party or become liable for any liabilities, obligations or commitments of any nature of Seller, or any other individual or *** Portions of this exhibit have been redacted pursuant to a confidential treatment request. entity, presently fixed and determined, contingent or otherwise, other than those to be expressly assumed by Buyer hereunder. All liabilities and obligations of Seller not expressly assumed shall remain liabilities of Seller, which shall be solely liable to perform and discharge such liabilities and obligations.

Liabilities and Obligations Not Assumed. Except as expressly set forth in Schedule 4.1, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or its business. All liabilities, debts and obligations of Seller not expressly assumed by Buyer hereunder are hereinafter referred to as the "NONASSUMED LIABILITIES." Non-Assumed Liabilities shall include, without limitation, the following: (i) obligations or liabilities of Seller to the extent they relate to Excluded Assets; (ii) any liabilities or obligations of Seller or its affiliates now or hereafter arising from or with respect to (a) the termination by Seller of the employment of any current or future employees of Seller or any of its affiliates, (b) any other claims brought against Seller arising from Seller's employment of any person, (c) any existing or future employee benefit plans of Seller or any of its affiliates whether or not under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (d) any present or future obligations or liabilities of Seller or any of its affiliates to existing or future employees of Seller or any of its affiliates under applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, including without limitation, state unemployment or disability laws or regulations, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), or the Federal Worker Adjustment and Retraining Act ("WARN"), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, Older Workers' Benefit Protection Act, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the National Labor Relations Act, the Fair Labor Standards Act, (e) any overtime pay, wages, salary, vacation or severance pay obligations of Seller or any of its affiliates, and (f) any contracts, agreements or arrangements between Seller or its affiliates and any contractor, consultant, or sales representative which are not Assumed Obligations; (iii) all trade accounts and operating costs payable and accrued liabilities of the Business incurred in the ordinary course of the routine daily affairs of the Business, which shall be paid by Seller; (iv) any obligations relating to Seller's real estate leases; and (v) any insurance premiums under any insurance policy of Seller relating to the Business.

Liabilities and Obligations Not Assumed. Nothing herein contemplates, requires or intends any assumption or succession by Buyer of, and Buyer shall not assume, become obligated to or otherwise succeed in any way to, whether directly or indirectly or expressly or by implication or by operation of law, any liability, obligation, guarantee or debt, whether fixed or contingent, known or unknown, liquidated or unliquidated, secured or unsecured, or otherwise (collectively, referred to as “Liabilities”) of Ample, Seller or any other Person (as defined below) to any individual, group, corporation, partnership, limited liability company, governmental entity, department, bureau, agency, public board, authority or agency or any other organization or entity (collectively, referred to as a “Person”). The parties acknowledge and agree that the foregoing is not a warranty being made by Seller.

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 2.4, Intuit shall not, by virtue of this Agreement, be deemed to assume or become obligated for any other debts, obligations or liabilities of Pars▇▇▇ ▇▇ any kind whatsoever.