Common use of Liabilities Excluded Clause in Contracts

Liabilities Excluded. Except for the liabilities assumed in Section 3, the Company is not assuming and shall not be liable for any claims, potential claims, liabilities, debts or obligations (contractual or otherwise) of Midwest or Multimedia of any kind, whether now existing or hereafter arising, whether accrued or contingent, including, without limitation, the following: (i) claims, potential claims, obligations, debts and liabilities arising directly or indirectly from or in connection with the operation of the Business on or before the Effective Date, including, without limitation, any claims, potential claims, obligations, debts, liabilities or expenses arising directly or indirectly from or in connection with any of Midwest's projects completed prior to the Effective Date; (ii) claims, potential claims and liabilities arising directly or indirectly from or in connection with the Lease prior to the Effective Date; (iii) obligations, debts and liabilities arising directly or indirectly from or in connection with any breach or default by Midwest or Multimedia with respect to obligations to third parties arising from the consummation of the transactions contemplated herein; (vi) obligations, debts and liabilities arising directly or indirectly from or in connection with any acts or omissions of Midwest or Multimedia, whether occurring before, on, or after the Effective Date; (vii) obligations, debts and liabilities arising directly or indirectly from or in connection with any liability or obligation of Midwest in respect of any state, local, federal or foreign taxes (whether in the nature of income, transfer, sales, withholding, employee, excise, property, customs, gross receipts, special assessments or other taxes or duties of any kind whatsoever) or penalties, interest or fines in respect thereof, or any reporting requirement or estimated tax payable with respect thereto; (viii) claims, potential claims, obligations, debts and liabilities arising directly or indirectly from or in connection with any litigation, investigation or other proceeding pending or threatened in respect of Midwest or Multimedia on or prior to the Effective Date or subsequently asserted which is attributable to facts existing, events or omissions occurring or projects completed by Midwest or Multimedia or their affiliates prior to the Effective Date; (ix) obligations, debts and liabilities arising directly or indirectly from or in connection with any liability or obligation to any party under any Midwest employee benefit plan; and (x) obligations, debts and liabilities arising directly or indirectly from or in connection with any liability or obligation of Midwest to any employee or former employee of Midwest for periods on or prior to the Effective Date, whether under an employment contract or for unpaid or accrued salary, severance pay, termination pay, pensions, bonuses or otherwise, but only to the extent such obligations are not being assumed by the Company hereunder.

Liabilities Excluded. Except for the liabilities assumed in Section 3, the Company is Buyer shall not assuming assume and shall not be liable for, and Seller and its direct or indirect subsidiaries shall retain and remain solely liable for any claimsand obligated to discharge, potential claimsall of the debts, liabilitiescontracts, debts or agreements, commitments, obligations (contractual or otherwise) of Midwest or Multimedia and other liabilities of any kindnature whatsoever of Seller and its direct and indirect subsidiaries, whether now existing known or hereafter arisingunknown, whether accrued or not accrued, fixed or contingent, including, including without limitation, the following: : (ia) claims, potential claims, obligations, debts and liabilities arising directly Any liability for breaches by Seller or indirectly from any of its respective direct or in connection with the operation of the Business indirect subsidiaries on or before prior to the Effective Closing Date of any contract or any other instrument, contract or purchase order or any liability for payments or amounts due under any Contract or any other instrument, contract or purchase order on or prior to the Closing Date; (b) Any liability or obligation for Taxes attributable to or imposed upon Seller or any of its direct or indirect subsidiaries, or attributable to or imposed upon the Assets for any period (or portion thereof) through the Closing Date, including, without limitation, any claims, potential claims, obligations, debts, liabilities Taxes attributable to or expenses arising directly or indirectly from or in connection with any of Midwest's projects completed prior to the Effective Date; (ii) claims, potential claims and liabilities arising directly or indirectly from or in connection with the Lease prior to the Effective Date; (iii) obligations, debts and liabilities arising directly or indirectly from or in connection with any breach or default by Midwest or Multimedia with respect to obligations to third parties arising from the consummation transactions contemplated by this Agreement that are not otherwise the obligation of the transactions contemplated herein; Buyer as set forth elsewhere in this Agreement; (vic) obligations, debts and liabilities arising directly or indirectly from or in connection with any acts or omissions of Midwest or Multimedia, whether occurring before, on, or after the Effective Date; (vii) obligations, debts and liabilities arising directly or indirectly from or in connection with any Any liability or obligation of Midwest for or in respect of any stateloan, localother indebtedness for money borrowed, federal or foreign taxes account payable of Seller or any of its direct or indirect subsidiaries, including any such liabilities owed to Affiliates of Seller; (whether in the nature of income, transfer, sales, withholding, employee, excise, property, customs, gross receipts, special assessments d) Any liability or other taxes or duties obligation arising as a result of any kind whatsoever) legal or penaltiesequitable action or judicial or administrative proceeding initiated at any time, interest to the extent relating to any action or fines in respect thereof, or any reporting requirement or estimated tax payable with respect thereto; (viii) claims, potential claims, obligations, debts and liabilities arising directly or indirectly from or in connection with any litigation, investigation or other proceeding pending or threatened in respect of Midwest or Multimedia omission on or prior to the Effective Closing Date by or subsequently asserted which is attributable to facts existingon behalf of Seller or any of its direct or indirect subsidiaries, events including, without limitation, any liability for infringement of intellectual property rights, breach of product warranty, injury or omissions occurring death caused by products, or projects completed by Midwest violations of federal or Multimedia state securities or their affiliates prior to the Effective Date; other laws; (ixe) obligations, debts and liabilities arising directly or indirectly from or in connection with any Any liability or obligation to any party under any Midwest employee benefit plan; and (x) obligations, debts and liabilities arising directly or indirectly from or in connection with any liability or obligation of Midwest to any employee or former employee of Midwest for periods on or prior to the Effective DateClosing Date out of any “employee benefit plan,” as such term is defined by the Employee Retirement Income Security Act of 1974 (“ERISA”) or other employee benefit plans; (f) Any liability or obligation for making payments of any kind (including as a result of the sale of Assets or as a result of the termination of employment by Seller of employees, whether under an or other claims arising out of the terms and conditions of employment contract with Seller, or for unpaid vacation or accrued salary, severance pay, termination pay, pensions, bonuses pay or otherwise, but only ) to employees of Seller or in respect of payroll taxes for employees of Seller; (g) Any liability of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby; (h) Any liability of Seller arising out of the violation of or failure to comply with any Environmental Regulations (as hereinafter defined) applicable to any aspect of the ownership or operation of the Assets prior to the extent such obligations are Closing Date (excluding the Environmental Closure); and (i) Any costs or expenses of Seller incurred in connection with shutting down, deinstalling and removing equipment not being purchased by Buyer, and the costs associated with all contracts and agreements not assumed by the Company hereunderBuyer.