Common use of Liabilities Not Assumed Clause in Contracts

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. Except as expressly set forth Notwithstanding anything in this ----------------------- AgreementAgreement to the contrary, Purchaser is not assuming, and without increasing the scope of the Assumed Liabilities by implication, the Buyer will not assume perform or perform satisfy, any Liabilities liabilities not specifically contemplated described in Section 2.3 as being assumed by (S) 2.3 to be Assumed Liabilities nor Purchaser, including any of the following Excluded Liabilities : (a) Taxes (including but not limited to any unpaid income Taxes) of any Seller Party, whether or not so relating to the Business of the Company or the Acquired Assets and whether or not incurred prior to the Closing; (b) any liability of the Company to indemnify any Person, including any of the Seller Members, by reason of the fact that such Person was a manager, director, officer, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, manager, director, officer, employee or agent of another Person prior to the Closing; (c) any liability of the Company arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by any of the Seller Parties or any of the managers, directors, officers, employees or agents of the Company prior to the Closing, including without limitation, any proceedings disclosed pursuant to Schedule 3.12; (d) any liability or expenses of the Company incurred in connection with this Agreement, including the making or performance of this Agreement and the Transactions contemplated by this Agreement; (Se) 2.3): (a) Any Liability any liability relating to or arising out of products manufactured and sold or services rendered by the Seller Company prior to the Closing Date, and any liability accounts payable arising or attributable to the extent it relates to or arises out of products manufactured by the Seller period 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; Closing; (bf) Any Liability any liability of the Seller Company for making payments (including compensation, bonuses (including, for the avoidance of doubt, any bonuses paid in connection with the Transactions), severance or similar 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.the

Liabilities Not Assumed. Except as expressly set forth in this ----------------------- Agreement, and without increasing With the scope exception of the Assumed Liabilities Liabilities, Buyer shall not by implicationexecution and performance of this Agreement, the Buyer will not or otherwise, assume or perform otherwise be responsible for any Liabilities not specifically contemplated by (S) 2.3 liability or obligation of any nature of Seller, whether relating to be Assumed Liabilities nor the Division or any of Seller's other assets, operations, businesses or activities, or claims of such liability or obligation, matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown, whether arising out of occurrences prior to, at or after the following Liabilities date hereof including, without limitation, any liability (i) as of the Closing for wages, salaries, severance, pension or welfare benefits including, without limitation, accrued sick days and vacation days, for employees or former employees of the Division (except to the extent that Buyer receives the benefit of a pro rata adjustment pursuant to Section 3.5 hereof for any of such costs at Closing), (ii) as of the Closing for employee medical benefits based upon claims arising prior to the Closing, whether or not so contemplated notice of such claim is received prior to or after Closing, (iii) for retroactive premium adjustments for workers' compensation, (iv) for commissions and other fees earned prior to the Closing by agents, salesmen and other employees or former employees of the Division, (Sv) 2.3): under any workers' compensation claims based upon claims arising prior to the Closing, whether or not notice of such claim is received prior to or after the Closing and (avi) Any Liability claims of any nature or kind relating to or arising out of products manufactured and sold or services rendered by the Seller shipped 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) 5.9Closing.

Liabilities Not Assumed. Except as expressly set forth in this ----------------------- Agreement, and without increasing the scope of Other than the Assumed Liabilities by implicationLiabilities, the Buyer will shall not assume or perform otherwise be responsible for any other Liabilities not specifically contemplated by of Seller (S) 2.3 to be Assumed the "Excluded Liabilities"). Without limiting the foregoing, Excluded Liabilities nor any of the following Liabilities (whether or not so contemplated by (S) 2.3):shall include: (a) Any any Liability relating with respect to any Employee Plan, except to the extent otherwise provided in Section 8.5; (b) any Liability of Seller for Taxes, including, but not limited to, all Liabilities for or arising out in respect of products manufactured and sold any Taxes for all periods ending on or services rendered by the Seller prior to the Closing Date, and excluding those Taxes that are the responsibility of Buyer pursuant to Section 4.3(c) or Section 4.4(a); (c) any Liability for product liability to the extent it relates to claims arising from any product or arises out of products manufactured service produced, imported, sold or provided 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 thereforClosing; (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, (iid) any Liability for infringement claims arising out of, from any product or relating to, WARN, service sold or provided by Seller prior to the Closing; (iiie) any Liability to provide former employees so-called COBRA continuation coverage, of Seller under this Agreement or any other Transaction Document; (ivf) any Liability for legal, accounting and audit fees and any other expenses incurred by Seller in respect of medical and connection with this Agreement or any other benefits for existing and future retirees, and Transaction Document; (vg) any Liability of Seller relating primarily or exclusively to the Excluded Assets (unless specifically included as an Assumed Liability in respect Section 2.3); (h) any Liability for workers' compensation claims made by any Business Employee or former employee of work-related employee injuries Seller arising solely from any injury, illness or worker's compensation claimsother event occurring on or before the Closing; and (ci) Any Liability except as otherwise set forth in respect Section 2.3, all Liabilities relating to the ownership or use of the Seller for accounts payable, Taxes Assets or other accrued liabilities, except for any liability in respect the Facilities or the conduct of transfer taxes pursuant to (S) 5.9the Business at or before the Closing.

Liabilities Not Assumed. Except as expressly set forth in this ----------------------- Agreement, and without increasing Notwithstanding the scope provisions of the Assumed Liabilities by implicationSection 2.3, 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 Section 2.3) (S) 2.3the "Retained Liabilities"): (a) Any any Liability of the Company for accounts payable and accrued expenses as of the Closing Date (i) in excess of $6,000,000 in the aggregate, or (ii) that primarily relate to corporate activities of a general, administrative or professional nature (for example, fees and costs of attorneys, accountants, stock exchanges and transfer agents and payments of debts to affiliates or stockholders of the Company); (b) any Liability of the Company for any Taxes (i) relating to the Business or the Acquired Assets that are incurred or are attributable to pre-Closing periods, except to the extent not included in Section 2.3(a), or (ii) not relating to the Business or the Acquired Assets, whether or not incurred prior to or after the Closing; (c) any Liability of the Company for the unpaid pre-Closing Taxes of any Person, except to the extent included in Section 2.3(a); (d) any Liability of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the Company or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity; (e) except for the Assumed Liabilities, any Liability of the Company arising as a result of any legal or equitable action or judicial or administrative proceeding in respect of anything done, suffered to be done or omitted to be done by Company or any of respective directors, officers, employees or agents prior to the Closing Date; (f) any Liability of the Company for costs and expenses incurred in connection with the making or performance by the Company of this Agreement and the transactions contemplated hereby (excluding costs and expenses incurred in the Ordinary Course of Business); (g) any Liability of the Company under this Agreement; (h) any Liability primarily 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 SellerCompany's written specifications thereforprotein solutions business; (bi) Any except as set forth in Section 5.2(c), any Liability of the Seller Company arising out of any employee benefit plan established or maintained by the Company or to which the Company contributes or any liability on the termination of any such plan; (j) except for Liabilities set forth in Section 5.2(c), including without limitation the severance obligations set forth therein, any Liability of the Company for making payments or providing benefits of any kind to its employees or any of the former employeesemployees of the Company that relate to claims arising prior to the Closing Date (whether first asserted before or after the Closing Date), 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 from so-called COBRA continuation coveragecoverage or certifications concerning HIPPA for former employees, (iviii) any Liability in respect of medical and other benefits for existing and future retirees, and (viv) 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.;