Liabilities Not Assumed Sample Clauses
The "Liabilities Not Assumed" clause defines which obligations or debts of a seller are explicitly excluded from transfer to the buyer in a transaction. In practice, this clause lists specific liabilities—such as outstanding loans, pending lawsuits, or tax obligations—that the buyer will not be responsible for after the sale. By clearly delineating these exclusions, the clause protects the buyer from unexpected financial burdens and ensures both parties understand the scope of the transaction, thereby allocating risk and preventing future disputes.
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Liabilities Not Assumed. Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume or in any way become liable for any of Seller’s debts, liabilities or obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Business or the Purchased Assets and whether disclosed on the Schedules attached hereto, and regardless of when or by whom asserted, including clauses (i) through (xiv) below (collectively referred to herein as the “Excluded Liabilities”):
(i) any of Seller’s liabilities or obligations under this Agreement, the Schedules attached hereto and any other agreements entered into by Seller in connection with the transactions contemplated by this Agreement;
(ii) any of Seller’s liabilities or obligations for expenses, fees or Taxes incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees, brokerage fees and transfer Taxes), except for the portion of the transfer Taxes to be paid by Buyer pursuant to Section 6.7 hereof;
(iii) except as set forth on the Accrued Liabilities and Assumed Payables Schedule, any liability or obligation of Seller for Taxes for any period, except for the portion of transfer Taxes to be paid by Buyer pursuant to Section 6.7 hereof, including the Puerto Rico Taxes;
(iv) any liability or obligation under or with respect to any Seller Employee Benefit Plan or any other employee benefit plan, program, policy or arrangement presently or formerly maintained or contributed to by Seller or its ERISA Affiliates, or with respect to which Seller or any such ERISA Affiliate has any liability;
(v) any liability or obligation with respect to any products or services that were marketed or sold prior to the Closing, including product liability, infringement claims and any related claims and litigation arising prior to, on or after the Closing Date;
(vi) except as set forth on the Accrued Liabilities and Assumed Payables Schedule, any of Seller’s liabilities or obligations of any kind to any Business Employees or former employee of Seller, including any liabilities or obligations arising prior to the Closing with respect to the exempt or non-exempt status of any Business Employee or Employee Bonuses (whether or not...
Liabilities Not Assumed. The Purchaser will not assume any liabilities of the Vendor. The Purchaser will not be responsible for any liability of the Vendor, past, present or future, relating to the Claims, and the Vendor will indemnify and save harmless the Purchaser from and against any such claim.
Liabilities Not Assumed. Except as set forth in Section 1.6, Buyer shall not assume or agree to pay, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge any of the following:
(a) any obligations or liabilities of CEC or any Subsidiary arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions);
(b) any product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to the Closing Date;
(c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary;
(d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary;
(e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23;
(f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and
(g) any obligations or liabilities arising out of or related to the transfer of Holset SNC (France) as referenced in Section 6.1(k).
Liabilities Not Assumed. Without in any way expanding the specificity and limitation of Section 2.1, Buyer shall not assume or be responsible for any of the following liabilities or obligations expressly identified in this Section 2.2 (the "Excluded Liabilities"):
Liabilities Not Assumed. Other than the Assumed Liabilities ----------------------- referred to in the foregoing Section 1.6, Buyer shall not assume or be deemed to have assumed any of the liabilities or obligations of Seller (the "Unassumed Liabilities"), including, without limitation:
(a) any public or other liability claims with respect to the Business and affairs of Seller, and the acts and omission of its officers, directors, employees, and agents either before or after the Closing Date ;
(b) any obligation or liability of Seller to the Stockholder or any other officer or director of Seller;
(c) any obligation or liability for Federal, State, local, foreign income or other taxes;
(d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of the Business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Seller's clients prior to the Closing Date;
(e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and pay;
(f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(k), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended;
(g) any liability arising out of, and any expenses relating to, any claim, action, dispute, or litigation involving the operation of the Business before the Closing Date;
(i) any obligation or liability of Seller or the Stockholder for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees), whether or not known, liquidated or contingent.
Liabilities Not Assumed. Except as expressly set forth in this ----------------------- Agreement, and without increasing the scope of the Assumed Liabilities by implication, the Buyer will not assume or perform any Liabilities not specifically contemplated by (S) 2.3 to be Assumed Liabilities nor any of the following Liabilities (whether or not so contemplated by (S) 2.3):
(a) Any Liability relating to or arising out of products manufactured and sold or services rendered by the Seller prior to the Closing Date, and any liability to the extent it relates to or arises out of products manufactured by the Seller prior to the Closing Date and sold by the Buyer after the Closing Date which were not in conformity with the Seller's written specifications therefor;
(b) Any Liability of the Seller for making payments or providing benefits of any kind to its employees or former employees, including, without limitation, (i) as a result of the sale of the Acquired Assets or as a result of the termination by the Seller of any employees, (ii) any Liability arising out of, or relating to, WARN, (iii) any Liability to provide former employees so-called COBRA continuation coverage, (iv) any Liability in respect of medical and other benefits for existing and future retirees, and (v) any Liability in respect of work-related employee injuries or worker's compensation claims; and
(c) Any Liability in respect of the Seller for accounts payable, Taxes or other accrued liabilities, except for any liability in respect of transfer taxes pursuant to (S) 5.9.
Liabilities Not Assumed. With the exception of the Assumed Liabilities, Buyer shall not by execution and performance of this Agreement or otherwise, assume or otherwise be responsible in any way for any liability or obligation of any nature, whether absolute, contingent, accrued, or known or unknown, of Seller or any Affiliate of Seller whether or not relating to the Business.
Liabilities Not Assumed. Purchaser shall not assume any Liabilities of Seller other than the Assumed Liabilities, nor shall it assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller:
(a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing;
(b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2;
(c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing;
(d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein;
(e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction;
(f) Any obligations of Seller for borrowed money;
(g) Any Liability of Seller not related to the Assets;
(h) Any Liability relating to the Excluded Assets;
(i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former ...
Liabilities Not Assumed a) In particular Aramex India will not be liable for any loss or damage to the shipment or a delay in picking up or delivering the shipment if it is; • Due to acts of God Force Majeure Occurrence of any cause reasonably beyond the control of Aramex India or loss or damage or caused through Strikes, riots, political and other disturbances such as fire, accident of the vehicle carrying the goods explosion beyond our control for the goods that are carried by us. • Caused by the act, fault or commission of the Shipper, the consignee or any other party claiming an interest in the shipment (including violation of any terms or conditions thereby or any other person) • Carrier such as airlines not adhering to schedule whatsoever. • The nature of the shipment or any defects characteristics inherent thereof. • Electrical or magnetic injury erasure of other such damage to photographic images or recording in any form
b) The Client indemnifies Aramex India against loss, damages, penalties, actions, proceedings etc. that may be instituted by any Government Official in discharge of their official duties such as Customs/Taxation/Octroi inspection etc.
c) Notwithstanding what is stated above with Aramex India will endeavor the best efforts to provide expeditious delivery in accordance with its regular delivery. Aramex India will not under any circumstances be liable for delay in pickup, transportation or delivery of any shipment regardless of cause of such delays.
Liabilities Not Assumed. Buyer is not assuming or agreeing to assume or discharge any liability, obligation or debt of Seller whatsoever, whether now existing or hereinafter incurred, including, without limitation, any liability or obligation relating to Seller’s business activities that took place prior to the Closing Date or any liabilities arising out of or connected to the Domain Name or the sale thereof.