Liabilities Not Assumed by Purchaser Sample Clauses
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Liabilities Not Assumed by Purchaser. Notwithstanding anything to the contrary contained herein, Purchaser shall not assume any duties, obligations or liabilities of Seller or Seller’s Affiliates’ of any kind, whether known, unknown, contingent or otherwise, not specifically identified herein or in the exhibits or schedules hereto, including without limitation, the following liabilities or obligations (the “Excluded Liabilities”):
(a) liabilities or obligations not relating to the Transferred Assets or the Assumed Liabilities;
(b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Effective Time;
(c) liabilities or obligations attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time;
(d) liabilities or obligations relating to Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals) of Seller (or any of its Affiliates) for all taxable periods and for Taxes of Seller relating to or incurred in connection with the ownership, business or operations of the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”);
(e) liabilities or obligations relating to violations of Environmental Laws (as defined in Section 10.6), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time;
(f) liabilities or obligations arising from or related to any current or former employee of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates prior to or after the Effective Time;
(g) liabilities or obligations of Seller with respect to any Fiduciary Relationship arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time;
(h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all trav...
Liabilities Not Assumed by Purchaser. Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any liabilities or obligations of Seller, whether accrued, absolute, contingent or otherwise (collectively, the "Excluded Liabilities"), including, without limitation, liabilities or obligations based on, arising out of or in connection with the following:
(a) any indebtedness (whether short-term or long-term) for borrowed money of Seller, and any liability or obligation of Seller under any contracts;
(b) any taxes for which Seller is liable, including, without limitation, any taxes owned or payable on or as a result of the original purchase of the Acquisition Assets by Seller, and any taxes incurred with respect to the Acquisition Assets since their acquisition by Seller;
(c) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation or proceeding threatened or pending on or before the Closing Date or any claim, litigation or proceeding threatened or initiated after the Closing Date, to the extent based on an act or omission of Seller occurring before the Closing Date.
Liabilities Not Assumed by Purchaser. Except for the Assumed Liabilities, Purchaser will not assume any debt, liability or obligation of Seller of any character whatsoever (whether accrued, absolute, contingent, known or unknown, due or to become due, or otherwise), all of which are being retained by Seller.
Liabilities Not Assumed by Purchaser. Purchaser shall not assume or be liable for, and Seller shall retain, any and all of the following obligations or other Liabilities of Seller (the “Excluded Liabilities”):
(i) all obligations and Liabilities to make all disbursements with respect to the Deposits to the extent attributable to any period ending prior to the Effective Time;
(ii) all obligations and Liabilities to make disbursements with respect to the Suspected Fraud Deposits to the extent attributable to any period, whether or not such period ends prior to the Effective Time;
(iii) all other obligations or Liabilities of Seller with respect to the Program, the Acquired Contracts or the Prepaid Cards to the extent attributable to any period ending prior to the Effective Time;
(iv) the obligations and Liabilities of Seller under the Acquired Contracts to the extent attributable to any period ending prior to the Effective Time; and
(v) all Liability for Taxes imposed with respect to the Program to the extent attributable to any period ending prior to the Effective Time.
Liabilities Not Assumed by Purchaser. (a) Anything in this Agreement to the contrary notwithstanding, Purchaser will not assume, cause to be assumed or be deemed to have assumed, or in any way be liable or responsible for, any liabilities or obligations of Seller, except as specifically provided in Section 3.1(a). Without limiting the generality or effect of the foregoing, Purchaser will not assume, or be responsible or liable with respect to, any liabilities or obligations of Seller or its Affiliates or their respective predecessors-in-interest (except for the Assumed Liabilities), whether or not arising out of or relating to the conduct of the Business or associated with or arising from any of the Purchased Assets or any other rights, properties or assets used in or associated with the Business at any time, and whether fixed or contingent or known or unknown.
Liabilities Not Assumed by Purchaser. Except as otherwise provided at Sections 5(e) and 6(a), Purchaser is not assuming liability for any costs, expenses, judgments, fines, penalties, attorney's fees, or any other liability (including incidental or consequential damages) arising from any, action, suit, proceeding, or investigation, arising out of events relating to Company and occurring before the Closing Date, exceeding an aggregate total of US $250,000, and Seller agrees to release, indemnify and defend Purchaser and Company against any such liability in excess of US $250,000. Notwithstanding, Seller agrees to indemnify, release and defend Purchaser and Company against any costs, expenses, judgments, fines, penalties, attorney's fees or other liability arising from the Company's business outside of North America. Purchaser is not assuming the Agreement between Company and Robe▇▇ ▇. ▇▇▇▇▇ ▇▇▇ed August 16, 1994. Seller shall indemnify and defend Purchaser against any claims relating to the Burn▇' ▇▇reement. If Robe▇▇ ▇▇▇▇▇ ▇▇▇s not accept an offer of employment with Purchaser as detailed at Section 1(e) below, Purchaser will pay one-half of Mr. ▇▇▇▇▇' ▇▇rmination expense up to the value of the remainder of his current agreement with Company.
Liabilities Not Assumed by Purchaser. Notwithstanding anything in this Agreement to the contrary, Purchaser will not assume or be deemed to have assumed, or in any way be liable or responsible for, any liabilities or obligations of Seller, except as specifically provided in Section 3.1(a). All liabilities or obligations of Seller other than Assumed Liabilities are hereinafter sometimes collectively referred to as the “Retained Liabilities”, which shall include payment of all Taxes due on the Accounts Receivable relating to electric power sold prior to the applicable Switch Date, the litigation identified in Schedule 6.6 and any claims identified in Schedule 6.7.
Liabilities Not Assumed by Purchaser. (i) Except as otherwise provided in this Agreement, Purchaser is not assuming any obligations or liabilities of Seller, or any subsidiary thereof, notwithstanding that Seller makes certain representations and warranties with respect to such obligations or liabilities. All of such obligations and liabilities that are not specifically assumed by Purchaser pursuant to this Agreement are hereinafter referred to as "Retained Liabilities". "Retained Liabilities" shall include, without limitation all liabilities relating in any way to the Excluded Assets and all liabilities and obligations arising prior to or with respect to the time period prior to the Closing Date including without limitation under the Master Lease which is an Exhibit to the Transition Services Agreement.
Liabilities Not Assumed by Purchaser. Except for the Assumed Liabilities set forth on Schedule 3.1, Seller shall retain all of its other liabilities and obligations (“Excluded Liabilities”).
Liabilities Not Assumed by Purchaser. (a) Anything in this Agreement to the contrary notwithstanding, Purchaser will not assume, cause to be assumed or be deemed to have assumed, or in any way be liable or responsible for, any liabilities or obligations of Seller, except as specifically provided in Section 3.1(a), including, but not limited to, (a) liabilities related to product liability claims related to products sold prior to the Closing and/or Environmental Claims relating to the ownership or operation of the Business prior to the Closing, (b) liabilities in respect of any Benefit Plan, (c) any agreement to pay bonuses (including retention payments or otherwise) committed to or incurred prior to the Closing Balance Sheet Date, (d) the payables related to Inventory purchases attributable to the Venice, Louisiana location, (e) payment obligations incurred on or before the Closing Date that are not included in the Closing Date Balance Sheet and (f) accrued payroll, accrued vacation, accrued bonuses, commissions payable and 401(k) liabilities.