Common use of Liabilities and Obligations Not Assumed Clause in Contracts

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. Other than as specifically listed set forth in Section 3.1 2.1 above, Buyer shall not assume no obligation or be obligated by this Agreement to pay, perform, discharge or otherwise be responsible for, any debts, liabilities or obligations whatsoever of Seller or any Seller EntityParty or the Operations, whether accrued, absolute, contingent or not arising from otherwise, oral or related to written, disclosed or undisclosed, and all those debts, liabilities and obligations will remain the Businesses responsibilities and obligations of the Seller Parties (the “Excluded Liabilities”). Buyer expressly disclaims the assumption of any other debt, and Seller shall liability or shall cause a Seller Entity to pay and perform each such Excluded Liability as and when due. Without limiting the generality obligation of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Buyer be deemed to assume any Liability (as defined herein) type whatsoever of Seller or any Seller Entity arising out of Party or relating to: in connection with any Seller Party’s assets or business operations, including the following: (a) any actual insurance liabilities or alleged tortious conduct of Sellerobligations with respect to claims, any Seller Entity, premiums and outstanding or any of their respective employees additional supplemental or agents; release calls related to the Operations prior to the Closing; (b) any product liability claim arising out of a product sold or disposed of by Seller or any Seller Entity Tax liabilities accruing prior to the Effective Time; Closing in connection with any Purchased Asset or otherwise; (c) any claim for breach of warranty accounts payable or contract by Seller or any Seller Entity; other current liabilities; (d) any claim predicated on strict liability liabilities arising from or under any Environmental Laws or any similar legal theory based on acts, omissions, events Remedial Actions related to any acts or circumstances omissions of any Seller or any condition or circumstance existing prior to the Effective Time; Closing, even if such liability does not accrue until after the Closing, including liabilities for exposure to Hazardous Materials and fines, penalties or assessments, whether civil or criminal in nature; (e) any actual employment, employee benefit or alleged violation personnel-related liabilities whatsoever of any Law (as defined in Section 4.3) occurring prior Seller or ERISA Affiliate, including any liability with regard to the Effective Time; Sellers’ Plans; (f) any business liability or business activities obligation (whether absolute, accrued, contingent or otherwise) of Seller or any Seller Entity that are not part arising out of any claim, litigation or proceeding to the operation of extent based on or caused by any act or omission occurring, or condition or circumstances existing, prior to the Businesses; Closing; (g) any Liability for Taxes liability or obligation (as defined in Section 4.7whether absolute, accrued, contingent or otherwise) of any kind or character Seller arising out of Seller or any Seller Entity that relate to any period prior to the Effective Time; service provided by such Seller; (h) any Excluded Asset; (i) the WARN Act (as hereinafter defined) in connection with the transactions contemplated by liabilities or provided for in this Agreement; (j) any Environmental Liability relating to or arising out obligations of any pre-Closing condition or obligation; or (k) any Liability of Seller or any Seller Entity under or Party arising by reason of this Agreement, from or incurred in connection with the transactions contemplated by this Agreement. Notwithstanding any other provision negotiation, preparation or execution 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 Transaction Documents or the transactions contemplated thereby, including fees and expenses of the Sellers’ counsel; (i) any liabilities or obligations of any Seller Party based on acts or omissions occurring after the Closing; (j) any liabilities or obligations, whether accruing before or after Closing, under Contracts and Assumed Equipment Leases listed on Schedules 1.1(d)(i) and 1.1(d)(ii) and the IT Contracts listed on Schedule 1.1(f) that are not assigned to and assumed by this Agreement. “Liability” for Buyer; and (k) any liabilities or obligations associated with 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 dueExcluded Assets.

Liabilities and Obligations Not Assumed. Other than as specifically listed set forth in Section 3.1 2.1 above, Buyer shall not assume no obligation or be obligated by this Agreement to pay, perform, discharge or otherwise be responsible for, any debts, liabilities or obligations whatsoever of Seller or any Seller EntityParty or the Operations, whether accrued, absolute, contingent or not arising from otherwise, oral or related to written, disclosed or undisclosed, and all those debts, liabilities and obligations will remain the Businesses responsibilities and obligations of the Seller Parties (the “Excluded Liabilities”). Buyer expressly disclaims the assumption of any other debt, and Seller shall liability or shall cause a Seller Entity to pay and perform each such Excluded Liability as and when due. Without limiting the generality obligation of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Buyer be deemed to assume any Liability (as defined herein) type whatsoever of Seller or any Seller Entity arising out of Party or relating to: in connection with any Seller Party’s assets or business operations, including the following: (a) any actual insurance liabilities or alleged tortious conduct of Sellerobligations with respect to claims, any Seller Entity, premiums and outstanding or any of their respective employees additional supplemental or agents; release calls related to the Operations prior to the Closing; (b) any product liability claim arising out of a product sold or disposed of by Seller or any Seller Entity Tax liabilities accruing prior to the Effective Time; Closing in connection with any Purchased Asset or otherwise; (c) any claim for breach of warranty accounts payable or contract by Seller or any Seller Entity; other current liabilities; (d) any claim predicated on strict liability liabilities arising from or under any Environmental Laws or any similar legal theory based on acts, omissions, events Remedial Actions related to any acts or circumstances omissions of the Seller or any condition or circumstance existing prior to the Effective Time; Closing, even if such liability does not accrue until after the Closing, including liabilities for exposure to Hazardous Materials and fines, penalties or assessments, whether civil or criminal in nature; (e) any actual employment, employee benefit or alleged violation personnel-related liabilities whatsoever of the Seller or any Law (as defined in Section 4.3) occurring prior ERISA Affiliate, including any liability with regard to the Effective Time; Seller Plans; (f) any business liability or business activities of Seller obligation (whether absolute, accrued, contingent or any Seller Entity that are not part otherwise) of the operation Seller arising out of any claim, litigation or proceeding to the Businesses; extent based on or caused by any act or omission occurring, or condition or circumstances existing, prior to the Closing; (g) any Liability for Taxes liability or obligation (as defined in Section 4.7whether absolute, accrued, contingent or otherwise) of the Seller arising out of any kind or character of Seller or any Seller Entity that relate to any period prior to service provided by the Effective Time; Seller; (h) any Excluded Asset; (i) the WARN Act (as hereinafter defined) in connection with the transactions contemplated by liabilities or provided for in this Agreement; (j) any Environmental Liability relating to or arising out obligations of any pre-Closing condition or obligation; or (k) any Liability of Seller or any Seller Entity under or Party arising by reason of this Agreement, from or incurred in connection with the transactions contemplated by this Agreement. Notwithstanding any other provision negotiation, preparation or execution 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 Transaction Documents or the transactions contemplated thereby, including fees and expenses of the Seller’s counsel; (i) any liabilities or obligations of any Seller Party based on acts or omissions occurring after the Closing; (j) any liabilities or obligations, whether accruing before or after Closing, under the Contracts listed on Schedule 1.1(d)(i) that are not assigned to and assumed by this Agreement. “Liability” for Buyer; and (k) any liabilities or obligations associated with 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 dueExcluded Assets.

Liabilities and Obligations Not Assumed. Other than as specifically listed in Section 3.1 above, Buyer shall not assume no obligation or liabilities whatsoever of Seller or --------------------------------------- become obligated in 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 way to pay and perform each such Excluded Liability as and when due. Without limiting the generality any liabilities, debts or obligations of Seller, of the foregoingBusiness, of the Excluded Liabilities shall includeBusiness Verticals or of the Other Business Verticals whatsoever, 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 toincluding: (a) any actual liabilities or alleged tortious conduct obligations now or hereafter arising from or with respect to, the sale of Seller, any products or services of Seller Entity, or any of their respective employees or agentsthat occurred prior to the Closing; (b) any product liability claim obligations arising out of a product sold from the performance or disposed of failure to perform the contracts by Seller or any Seller Entity other party prior to the Effective TimeClosing; (c) any claim for breach of warranty warranty, customer service, technical support, price protection or contract similar obligations with respect to transactions entered into by Seller prior to Closing or arising out of any Seller Entityagreements or contracts related thereto; (d) any demand, claim, debt, suit, cause of action, arbitration or other proceeding (including a warranty claim, a strict product liability claim predicated on strict liability or any similar legal theory based on actsother claim) that is made or asserted by any third person that relates to any product or service that was sold, omissions, events licensed or circumstances otherwise provided by Seller to any customer prior to the Effective TimeClosing; (e) the noncompliance with any actual bulk sales, bulk transfer or alleged violation of any Law (as defined in Section 4.3) occurring prior similar laws applicable 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 ; (f) the termination by Seller of the employment of any current or future employees of Seller or any of its Affiliates; (g) any other provision claims brought against Seller arising from Seller's employment of this Agreementany person, the any duties or obligations under any existing or future Employee Plans or other employee benefit plans of Seller or any of its Affiliates; and (h) 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 COBRA, WARN or any severance pay obligations of Seller or any of its Affiliates or any obligations or liabilities or arising from any breach or default by Seller of any contract, agreement or commitment of Seller that occurred (or arose from facts occurring) on or prior to the Closing. All liabilities, debts and obligations of Seller not expressly assumed by Buyer hereunder are referred to as 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"Excluded Liabilities."

Liabilities and Obligations Not Assumed. Other than as specifically listed in Section 3.1 aboveAll liabilities, Buyer shall assume no obligation or liabilities whatsoever debts and obligations of Seller or any Seller Entity, whether or not arising from or related assumed by Buyer hereunder are hereinafter referred to as the Businesses (the “Excluded "Non-Assumed 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 ." Non-Assumed Liabilities shall include, and under no circumstances shall Buyer be deemed to assume any Liability (as defined herein) comprised of Seller or any Seller Entity arising out of or relating toonly the following: (a) any actual liabilities, debts or alleged tortious conduct of Sellerobligations not related to the CPE Business, any Seller Entity, or any of their respective employees or agents; (b) any product liability claim arising out liabilities, debts or obligations of a product sold or disposed of by Seller or any Seller Entity prior solely to the Effective Time; extent that they arise from Seller's general and administrative overhead or corporate governance functions, (c) any claim liabilities, debts or obligations arising from Seller's employment or termination of any person other than an Employee, including but not limited to liabilities, debts or obligations for breach such persons related to any employee benefit plans of warranty Seller whether or contract by Seller not under the Employee Retirement Income Security Act of 1974, as amended, or any Seller Entity; (d) any claim predicated on strict liability or any similar legal theory based on acts, omissions, events or circumstances prior related to the Effective Time; Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), or the Federal Worker Adjustment and Retraining Act, (e) any actual liabilities, debts or alleged violation obligations of any Law (Seller arising from breaches of fiduciary duties of Seller owed to stockholders of Seller or from violations by Seller of rules or regulations promulgated under the Securities Exchange Act of 1934, as defined in Section 4.3) occurring prior to the Effective Time; amended, as determined by final non-appealable judgment of a court of competent jurisdiction, (f) any business or business activities all of Seller or any Seller Entity that are not part Seller's accounts payable accrued on Seller's accounting books and records as of the operation of the Businesses; Closing, (g) either (i) penalties assessed by governmental entities arising from a specific finding or findings of willful or intentional wrongdoing, and/or (ii) punitive, treble and/or exemplary damages payable by Seller arising from any Liability final, non-appealable judgments of a court of competent jurisdiction holding Seller has committed an intentional tort or fraud or willful infringement or willful misappropriation (other than (A) such damages or penalties related to claims for Taxes (as defined infringement or misappropriation described in the fifth paragraph of Section 4.7) 7.8 of any kind the Seller Schedule of Exceptions or character of Seller or any Seller Entity Schedule 4.4 hereto that relate to any period prior Acquired Technology, (B) such damages or penalties related to claims described in the Effective Time; first paragraph of Section 7.8 of the Seller Schedule of Exceptions whether or not related to Acquired Technology or (hC) any Excluded Asset; (i) the WARN Act (as hereinafter defined) in connection with the transactions contemplated by or provided for damages related to claims described in this Agreement; (jSection 4.4(g) that arose after the seventh anniversary of the Closing Date). The parties agree however, that nothing contained in this Section 4.4(g) shall relieve Buyer of the responsibility for any Environmental Liability relating to or compensatory damages arising out of from any prefinal, non-appealable judgment. Following the Closing condition or obligation; or (k) any Liability of Date 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 shall have no ongoing obligations of Seller and the Seller Entities with respect to all Liabilities other than the Assumed Obligations shall survive compensation or benefits accruing after the Closing with respect to any New Hire and Buyer shall have responsibility for such compensation and benefits. Where a lack of certainty may exist as to whether any judgment is an Assumed Obligation or a Non-Assumed Liability, the transactions contemplated by this Agreement. “Liability” for parties agree that each shall request that a special instruction be given to the purposes hereof shall mean fact-finder to eliminate 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 duesuch uncertainty.