Liabilities Not Assumed by Buyer. Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume, or in any way be liable or responsible for any liability or obligation of Seller or any other person relating to the Business which, is not listed on Schedule 2.5(a), including but not limited to all accounts and trade payables incurred prior to Closing and all amounts owed to Seller's Humatrope supplier. Such obligations and liabilities of Seller not being assumed by Buyer are referred to herein collectively, as "Excluded Obligations". Seller and the Stockholder shall take any and all action which may be necessary to prevent any person from having recourse against any of the Purchased Assets or against Buyer as transferee thereof with respect to any Excluded Obligations and shall indemnify Buyer and hold it harmless therefrom.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Us Homecare Corp), Asset Purchase Agreement (Us Homecare Corp), Asset Purchase Agreement (Transworld Home Healthcare Inc)