Liabilities Not Being Assumed Clause Samples

Liabilities Not Being Assumed. Except for the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any, and Seller shall remain responsible for and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer from and against all, liabilities and obligations of Seller, whether known or unknown, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), which shall include, without limitation, any and all of the following obligations or liabilities of Seller: (a) Any compensation or benefits payable to employees of Seller, other than payroll expenses expressly assumed and listed on Schedule 3.1, including without limitation, any liabilities arising under any employee pension or profit sharing plan or other employee benefit plan or retirement plan and any of Seller's obligations for insurance, sick pay or any non-cash employee compensation arrangement; (b) Subject to the proration of real and personal property taxes at Closing relating to the Purchased Restaurants, all federal, state, local, foreign or other taxes that have arisen out of the Restaurants or may arise hereafter out of Seller's other operations; (c) Any intercompany obligations between Seller and any of its subsidiaries or affiliates; (d) Any Liens or Encumbrances on any of the Purchased Assets and all obligations and liabilities secured thereby that are not set forth on Schedule 3.1 hereto; (e) All obligations of Seller, either for borrowed money or incurred in connection with the purchase, lease or acquisition of any assets, that are not set forth on Schedule 3.1 hereto (collectively, the "Retained Debt"); (f) Any accounts or notes payable of Seller that are not set forth on Schedule 3.1 hereto (the "Retained Payables"); (g) Any claims, demands, actions, suits or legal proceedings that have arisen or may arise hereafter from or in connection with Seller's operation of the Purchased Restaurants, including, but not limited to, those arising out of any act or omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or when the obligation is asserted, those set forth in Schedule 6.15, or arising from any business or business activities engaged in by Seller other than in connection with the Purchased Restaurants, whether engaged in prior to or after the date hereof, ...

Liabilities Not Being Assumed. The Acquiror is not assuming and shall not be obligated to pay or satisfy, and the Seller shall remain responsible for, any Liabilities other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including the following: (a) any Liabilities relating to or arising out of the operation or conduct of the Business; (b) any accounts or notes payable of the Seller; (c) any Liabilities accruing under any Assigned Contract on or prior to the Closing Date; (d) any Liabilities arising out of any claim, irrespective of the legal theory asserted, related to the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets; (e) any Liabilities arising out of any claim, irrespective of the legal theory asserted, related to the operation of the Business (specifically identified as a liability not being assumed by the Acquiror is all of the Seller’s interest and any potential liabilities in the pending litigation filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S., P.A. (CASE NO.: 2020-CC-013501-O)); (f) any Liabilities related to Taxes payable in connection with the operation of the Business, the ownership, leasing, possession or use of the Purchased Assets or the sale of Products; (g) any Liabilities for pollution or contamination of the environment or damage to natural resources arising out of or related to the conduct of the Business, including any manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or threatened release of any Hazardous Material in connection with the conduct of the Business; (h) any Liabilities under any Environmental, Health and Safety Laws arising out of or related to the conduct of the Business; (i) any Liabilities of the Seller to the employees of the Seller, including deferred compensation, and any Liabilities of the Seller to such employees arising from the termination of such employees’ employment with the Seller; and (j) any Liabilities of the Seller based upon Seller’s acts or omission occurring after the Closing.

Liabilities Not Being Assumed. 3 1.5. Instruments of Conveyance and Transfer, Etc .............. 4 1.6.

Liabilities Not Being Assumed. Anything contained herein to the contrary notwithstanding, the Purchaser is expressly not assuming any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller (the "Excluded Liabilities"), which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller: (a) All liabilities and obligations of Seller under this Agreement or with respect to or arising out of the consummation of the transactions contemplated by this Agreement; and (b) All liabilities and obligations of Seller for Seller's fees and expenses and taxes incurred by Seller in connection with, relating to, or arising out of the consummation of the transactions contemplated by this Agreement. Seller shall discharge all Excluded Liabilities, and, in connection therewith, if the Seller shall liquidate, dissolve, or wind-up after the Closing, Seller shall pay, post security for, or otherwise make provision for all Excluded Liabilities prior thereto as provided under the law. Without limitation of the foregoing, Seller shall pay off its lines of credit (the "GE Lines") with General Electric Capital Corporation ("GE Capital") at Closing.

Liabilities Not Being Assumed. Except for the Assumed Obligations or as otherwise expressly set forth in this Agreement, or in any document, instrument or agreement executed or entered into by Purchaser pursuant hereto or contemporaneously herewith, Purchaser shall not assume, and shall have no responsibility with respect to, any and all liabilities or obligations of Seller, known or unknown, absolute or contingent, accrued or unaccrued, whether due or to become due.

Liabilities Not Being Assumed. Buyer and HealthLink, Ltd. are not assuming any liabilities of the Seller other than obligations arising from and after the Closing Date under the contracts.

Liabilities Not Being Assumed. Notwithstanding anything to the contrary in this Agreement, Assignee shall not assume, pay, bear, perform or discharge any of the Excluded Liabilities.

Liabilities Not Being Assumed. 7 2.6 Post-Closing Adjustment to Response Shares.....................................................7

Liabilities Not Being Assumed. 3 1.5. Instruments of Conveyance and Transfer, Etc .............. 4 1.6. Further Assurances ....................................... 4 1.7. Assignment of Leases ..................................... 5 1.8. Condition of Purchased Assets ............................ 5