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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof; (h) Any obligations under any employment or consulting agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and (i) Any obligations or liabilities arising out of or relating to the Excluded Assets.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Staceys Buffet Inc), Asset Purchase Agreement (Star Buffet Inc)
Liabilities Not Being Assumed. Except for Other than the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing anyany Liabilities of Seller (collectively, the “Retained Liabilities”), 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 "all Retained Liabilities"), which shall include, without limitation, any and all of including the following obligations or liabilities of Sellerfollowing:
(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 arrangementall Indebtedness;
(b) Subject to the proration of real and personal property taxes at Closing all Liabilities 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 operationsExcluded Assets;
(c) Any intercompany obligations between all Liabilities relating to any current or former employees or consultants of Seller and or any Employee Benefit Plan of its subsidiaries or affiliatesSeller;
(d) Any Liens all Liabilities in respect of Seller’s products or Encumbrances on any of services performed by Seller with respect to the Purchased Assets and all obligations and liabilities secured thereby that are not set forth on Schedule 3.1 heretoExcluded Assets;
(e) All obligations all Liabilities relating to compliance with Orders against or related to Seller or the Excluded Assets or other legal requirements 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 all Liabilities to any officer, director, equity holder or notes payable agent of Seller that are not set forth on Schedule 3.1 hereto (the "Retained Payables")or its Affiliates;
(g) Any claimsall Liabilities to indemnify, demandsreimburse or advance amounts to any officer, actionsdirector, suits stockholder 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 agent 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereofits Affiliates;
(h) Any obligations under all Liabilities in respect of any employment pending or consulting agreementthreatened litigation against Seller, the Business (other than threatened litigation to the extent relating to the Purchased Assets) or the Excluded Assets, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations claim arising out of, relating to or otherwise in respect of the termination by Seller of any of its employees in anticipation Business (other than to the extent relating to the Purchased Assets) or as a consequence of, or following, consummation of the transactions contemplated herebyExcluded Assets; and
(i) Any obligations or liabilities (i) all Liabilities for Taxes arising out as a result of or relating with respect to the Excluded AssetsBusiness or the Purchased Assets with respect to any taxable period or portion thereof ending on or prior to the Closing Date (for this purpose, with respect to Taxes imposed on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis to the extent not based on income, receipts or expenses, and to the extent based on income, receipts or expenses, shall be allocated based on a closing of the books method as of the close of business on the Closing Date), (ii) subject to Section 5.4(a), all Liabilities for Taxes that will arise as a result of the transactions contemplated by this Agreement, and (iii) all Liabilities for Taxes of Seller or its Affiliates, including as transferee or successor, by contract or by operation of law.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Nutri System Inc /De/)
Liabilities Not Being Assumed. Except for the Assumed Obligations, Seller agrees the Sellers agree that Buyer the Purchasers shall not be obligated to assume or perform and is are not assuming or performing anyany liabilities or obligations of the Sellers, whether known or unknown, fixed or contingent, certain or uncertain (the “Retained Liabilities”), and Seller the Sellers shall remain responsible for and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer Purchasers 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 "all Retained Liabilities"), which shall include, without limitationbut not be limited to, any and all of the following obligations or liabilities of Sellerthe Sellers:
(a) Any compensation or benefits payable to present or past employees of Seller, other than payroll expenses expressly assumed and listed on Schedule 3.1the Sellers incurred prior to the Closing Date, 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 any Seller's ’s obligations for insurancevacation, holiday or sick pay, other than (i) the Seller’s obligations for vacation or holiday pay (accrued prior to Closing) and any severance obligations under existing written agreements to those employees of the Sellers who become employees of or any non-cash employee compensation arrangementconsultants to the Purchasers following the Closing, as set forth in Schedule 3.5 and (ii) the severance obligations described in subsection (i) to Section 3.5 above;
(b) Subject to the proration of real and personal property taxes at Closing relating to the Purchased Restaurants, all All federal, state, local, foreign or other taxes that have arisen out Taxes related to the operation of the Restaurants Business or may arise hereafter out the ownership or use of Seller's other operationsthe Purchased Assets prior to the Closing Date and any Tax liability of the Sellers which is not related to the Business;
(c) Any intercompany obligations between Seller and any of its subsidiaries or affiliates;
(d) Any Liens or Encumbrances Liens, except for Permitted Liens, on any of the Purchased Assets and all obligations and liabilities secured thereby that are not set forth on Schedule 3.1 3.5 hereto;
(ed) All obligations of Sellerthe Sellers, 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")3.5 hereto;
(fe) Any accounts or notes payable of Seller the Sellers that are not set forth on Schedule 3.1 hereto (the "Retained Payables")3.5 hereto;
(gf) Any claims, demands, actions, suits or legal proceedings that have arisen been asserted or threatened prior to the Closing Date against the Sellers, the Business or the Purchased Assets or which may arise be threatened hereafter from against the Purchased Assets, the Business or in connection with Seller's the Purchaser but only to the extent related to (i) the Sellers’ operation of the Business or the ownership or use of the Purchased RestaurantsAssets prior to the Closing Date, or (ii) any other business or non-business activities of the Sellers not related to the Business and conducted prior hereto or hereafter, including, but not limited to, those arising out of any act legal actions or omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or when the obligation is asserted, those other proceedings 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;3.6(f); and
(hg) Any obligations under any employment employment, consulting or consulting non-competition agreement, or any union or other organized labor obligation, whether written or oral, oral incurred prior to the Closing Date and that is not listed set forth on Schedule 3.1 3.5 and any liabilities or obligations arising out of the termination by Seller the Sellers of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating to the Excluded AssetsTransactions.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Powerwave Technologies Inc), Asset Purchase Agreement (Remec Inc)
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, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), and Seller shall remain responsible for all 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 present or past 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 insurancevacation, holiday or sick pay or any non-cash employee compensation arrangementpay;
(b) Subject to the proration of real and personal property taxes at Closing relating to the Purchased Restaurants, all All federal, state, local, foreign or other taxes Taxes (i) that have arisen prior to the Closing Date or may arise thereafter out of the Restaurants or Business, and (ii) for which Seller is or, at any time hereafter, may arise hereafter become liable; provided, however, that the Retained Liabilities shall not include any Taxes arising out of Seller's other operations;the conduct by Buyer, after the Closing Date, of the Business.
(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 --------
2.1 hereto;; ---
(ed) 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");2.1 hereto; ------------
(fe) Any accounts or notes payable of Seller that are not set forth on Schedule 3.1 hereto (the "Retained Payables")Seller;
(gf) Any claims, demands, actions, suits or legal proceedings that have arisen been asserted or threatened prior to the Closing Date against Seller, the Business or the Purchased Assets or which may arise be threatened hereafter against the Purchased Assets, the Business or Buyer that arises in any way from or in connection with (i) Seller's operation of the Purchased RestaurantsBusiness prior to the Closing Date, or (ii) any other business or non-business activities of Seller conducted prior hereto or hereafter, including, but not limited towithout limitation, those arising out of any act __________ [*] Confidential Treatment Requested. legal actions or omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or when the obligation is asserted, those other proceedings 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;Seller's Disclosure Schedule; ----------------------------
(hg) Any obligations under any employment employment, consulting or consulting non- competition agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 -------- 2.1 and any liabilities or obligations arising out of the termination by Seller --- of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(ih) Any obligations or liabilities arising out of or relating to the Excluded Assets[*] described in Schedule 2.2(h) attached hereto (collectively, --------------- [*]).
Appears in 1 contract
Sources: Asset Purchase Agreement (Powerwave Technologies Inc)
Liabilities Not Being Assumed. Except for the Assumed ObligationsLiabilities, Seller agrees the Company, BFI and the Shareholders agree 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, any liabilities and or obligations of Sellerthe Company or BFI, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "“Retained Liabilities"”), and the Company or BFI shall remain responsible for all Retained Liabilities, which shall include, without limitation, any and all of the following obligations or liabilities of Sellerthe Company or BFI:
(a) Any compensation or benefits payable to present or past employees of Seller, other than payroll expenses expressly assumed and listed on Schedule 3.1the Company or BFI, 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 the Company’s and BFI’s obligations for insurancevacation, holiday or sick pay or any non-cash employee compensation arrangementpay;
(b) Subject to the proration of real and personal property taxes at Closing relating to the Purchased Restaurants, all All federal, state, local, foreign or other taxes Taxes: (i) that have arisen prior to the Closing Date or may arise thereafter out of the Restaurants Business either prior to or after the Closing Date; (ii) for which the Company or BFI is or, at any time hereafter, may arise hereafter become liable; provided, however, that the Retained Liabilities shall not include any taxes arising out of Seller's other operationsthe conduct by Buyer, after the Closing Date, of the Business; or (iii) which arise from the consummation of the transactions contemplated hereby;
(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 heretothereby;
(ed) All obligations of Sellerthe Company or BFI, either for borrowed money or incurred in connection with the purchase, lease or acquisition of any assets, that are not ;
(e) Except as set forth on Schedule 3.1 hereto 2.3, any accounts or notes payable of the Company or BFI (collectively, the "“Retained Debt"Payables”);
(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 been asserted or threatened prior to the Closing Date against the Company or BFI, the Business or the Assets or which may arise be threatened hereafter against the Assets, the Business or the Buyer that arises in any way from or in connection with Seller's with: (i) the Company’s and BFI’s operation of the Purchased RestaurantsBusiness prior to the Closing Date; or (ii) any other business or non-business activities of the Company or BFI conducted prior hereto or hereafter, including, but not limited to, those arising out of any act legal actions or omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or when the obligation is asserted, those other proceedings 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;5.5 hereto; and
(hg) Any obligations under any employment employment, consulting or consulting non-competition agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller the Company or BFI of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating to the Excluded Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (GenuTec Business Solutions, Inc.)
Liabilities Not Being Assumed. Except for the Assumed Obligations, Seller the Company agrees that Buyer Purchaser shall not be obligated to assume or perform and is not assuming or performing anyany liabilities or obligations of the Company, whether known or unknown, fixed or contingent, certain or uncertain (the "Retained Liabilities"), and Seller the Company shall remain responsible for and shall indemnify, defend (with counsel reasonably acceptable to Buyer Purchaser and paid for by Sellerthe Company) and hold harmless Buyer Purchaser 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 "all Retained Liabilities"), which shall include, without limitationbut shall not be limited to, any and all of the following obligations or liabilities of Sellerthe Company:
(ai) Any compensation or benefits payable to present or past employees of Seller, other than payroll expenses expressly assumed and listed on Schedule 3.1the Company incurred prior to the Closing Date, 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 Sellerthe Company's obligations for insurancevacation, holiday or sick pay or any non-cash employee compensation arrangementpay;
(bii) Subject to the proration of real and personal property taxes at Closing relating to the Purchased Restaurants, all All federal, state, local, foreign or other taxes that have arisen out related to the operation of the Restaurants or may arise hereafter out Business and incurred prior to the Closing Date and any tax liability of Seller's other operationsthe Company which is not related to the Business;
(c) Any intercompany obligations between Seller and any of its subsidiaries or affiliates;
(diii) 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 heretothereby;
(eiv) All obligations of Sellerthe Company, 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");
(fv) Any accounts or notes payable of Seller that are not set forth on Schedule 3.1 hereto (the "Retained Payables")Company;
(gvi) Any claims, demands, actions, suits or legal proceedings that have arisen been asserted or threatened prior to the Closing Date against the Company, the Business or the Assets or which may arise be threatened hereafter from against the Assets, the Business or in connection with Sellerthe Purchaser but only to the extent related to (i) the Company's operation of the Purchased RestaurantsBusiness prior to the Closing Date, or (ii) any other business or non-business activities of the Company conducted prior hereto or hereafter, including, but not limited to, those arising out of any act legal actions or omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or when the obligation is asserted, those other proceedings 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;II(j) hereto; and
(hvii) Any obligations under any employment employment, consulting or consulting agreement, or any union or other organized labor obligationnon-competition agreements, whether written or oral, incurred prior to the Closing Date and that is not listed set forth in Section I(b) or on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating to the Excluded AssetsI(b).
Appears in 1 contract
Sources: Agreement of Purchase and Sale (General Automation Inc)
Liabilities Not Being Assumed. Except for Anything contained herein to the Assumed Obligationscontrary notwithstanding, 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 Buyer shall indemnifynot assume the following liabilities or obligations, defend whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller (with counsel reasonably acceptable to Buyer and paid for by Seller"Excluded Liabilities"):
(a) and hold harmless Buyer from and against all, All liabilities and obligations of Seller, whether known Seller under this Agreement or unknown, and regardless of when such liabilities with respect to 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 arising out of the following obligations or liabilities consummation 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 arrangementthe transactions contemplated by this Agreement;
(b) Subject to the proration All liabilities and obligations 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 for Seller's other operations;
(c) Any intercompany obligations between fees and expenses and taxes incurred by 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 purchasewith, 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 relating 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;
(h) Any obligations under any employment or consulting agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; andby this Agreement, except as specifically contemplated herein;
(i) Any liabilities, obligations or expenses for Taxes (including property taxes for property of Seller closed prior to the Closing Date, but not including property taxes for property of Seller which has not closed prior to such Date) of the Seller or Shareholders (regardless of when incurred) or of any other person (regardless of when incurred) under Treas. Reg. 1502-6 (or any similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise; (ii) any liabilities or obligations or expenses of the Seller or Shareholders related to pending or Threatened litigation of Seller or the Shareholders or otherwise related to the Business or Acquired Assets as of the Closing Date and disclosed on Schedule 4.26 (or that should have been disclosed pursuant to Section 4.26); (iii) any liabilities, obligations, or 10 expenses relating to or consisting of any lien, encumbrance or claim affecting the title to (A) the Acquired Assets and (B) liabilities, obligations or expenses under the Land Contracts arising out of or relating to the period prior to the Closing Date, in each case other than Permitted Liens; and (iv) any liabilities, obligations or expenses relating to any environmental matter or condition not disclosed in Schedule 4.20 (but, based on the Knowledge of Seller or Shareholders, should have been disclosed pursuant to Section 4.20). Seller shall discharge all Excluded AssetsLiabilities and, without limitation of the foregoing, if Seller shall liquidate, dissolve, or wind-up after the Closing, Seller shall pay, post security for, or otherwise make provision for all such liabilities.
Appears in 1 contract
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 anyany liabilities or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), 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 "all Retained Liabilities"), which shall include, without limitation, any and all of the following obligations or liabilities of Seller:
(a) Any compensation or benefits accrued or payable on or before the Closing Date to present or past 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 insurancevacation, holiday or sick pay or any non-cash employee compensation arrangementpay;
(b) Subject to the proration of real and personal property taxes at Closing relating to the Purchased Restaurants, all All federal, state, local, foreign or other taxes (i) that have arisen prior to the Closing Date or relate to activities of the Business prior to the Closing Date, or (ii) for which Seller is or, at any time hereafter, may become liable; provided, however, that the Retained Liabilities shall not include any taxes arising out of the Restaurants or may arise hereafter out conduct of Seller's other operationsthe Business by Buyer, after the Closing Date;
(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 2.1 hereto;
(ed) 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 2.1 hereto (collectively, the "Retained Debt");
(fe) Any accounts or notes payable of Seller that are not set forth on Schedule 3.1 2.1 hereto (the "Retained Payables");
(gf) Any claims, demands, actions, suits or legal proceedings that have arisen been asserted or threatened prior to the Closing Date against Seller, the Business or the Purchased Assets or which may arise be threatened hereafter against the Purchased Assets, the Business or the Buyer that arises in any way from or in connection with (i) Seller's operation of the Purchased RestaurantsBusiness prior to the Closing Date, or (ii) any other business or non-business activities of Seller conducted prior hereto or hereafter (in each case, a "Plaintiffs' Actions"), including, but not limited to, those arising out of any act legal actions or omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or when the obligation is asserted, those other proceedings 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;4.14 hereto; and
(hg) Any obligations under any employment employment, consulting or consulting non-competition agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 2.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating to the Excluded Assets.
Appears in 1 contract
Liabilities Not Being Assumed. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume or become responsible for any claim, liability or obligation of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of Seller except the Assumed Obligations. Other than the Assumed Obligations, nothing contained in this Agreement shall be deemed or construed to constitute the assumption by Purchaser of, or the agreement by Purchaser to pay or discharge, any liabilities or obligations, whether known or unknown, existing or contingent, of the Business or otherwise arising from the Purchased Assets prior to Closing. Except for the Assumed Obligations, Seller hereby expressly covenants and agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any, and Seller shall remain responsible liable for and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid be responsible for by Seller) and hold harmless Buyer from and against all, all liabilities and obligations of Sellerrelated to the Business or otherwise arising from the Purchased Assets and incurred prior to the Closing, 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 includeincluding, without limitation, wages, fringe benefits which have not been expressly assumed by Purchaser as provided in Section 2.2 above, severance or other payments, benefits or damages due to each of Seller's employees. Seller will defend, indemnify and save harmless Purchaser from and against any and all claims, demands, actions, liabilities, expenses (including attorney's fees) and losses to the extent the same arise out of or relate to any and all liabilities and obligations for which Seller is responsible as contemplated hereby. This indemnity is not subject to the provisions, limitations or restrictions of Section 9.3(b), (c) or (d). Without limiting the generality of the foregoing, the following obligations are included among the Liabilities of Seller which Purchaser shall not assume or liabilities become responsible for (unless specifically included on the list of Seller:Assumed Obligations):
(ai) 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 all 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 employment relationship between Seller and any of its subsidiaries employees or affiliates;
(d) Any Liens former employees existing at any time, whether before or Encumbrances on any of after 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 RestaurantsClosing Date, including, but not limited to, those arising out accrued wages, accrued and/or earned but not paid bonuses owed to salesmen and/or management personnel, obligations to Seller's employees and/or former employees under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the Tax Reform Act of 1986, or any act other employee benefit program.
(ii) all Liabilities based on any theory of professional liability, professional malpractice, negligence, or omission error and omissions with respect to any services rendered at any time prior to the Closing Date by Seller or default its agents;
(iii) all Liabilities for local, state, federal, sales, franchise, income and other taxes;
(iv) all Liabilities relating to any "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) sponsored or maintained by Seller or to which Seller is making or has made contributions;
(v) any equipment lease or capitalized lease not listed on Exhibit 1.2(r) ;
(vi) any obligations of Seller under any Assigned Contractsthose lease agreements for the facilities in Wayne, regardless of when such liability was incurred Pennsylvania or when the obligation is assertedSt. Louis, 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;
(h) Any obligations under any employment or consulting agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated herebyMissouri; and
(ivii) Any obligations all other Liabilities arising from Seller's Business, whether in the ordinary course or liabilities arising out otherwise, before the Closing , unless otherwise provided in this Agreement. For those individuals who were employees of or relating Seller prior to the Excluded AssetsClosing and are hired by Purchaser, if and when such employees are terminated by Purchaser after the Closing, Seller shall have no obligation for severance pay or other benefits or damages due to such employee as a result of their employment with the Purchaser.
Appears in 1 contract
Sources: Asset Purchase Agreement (Healthplan Services Corp)
Liabilities Not Being Assumed. Except for Notwithstanding anything in this Agreement to the Assumed Obligationscontrary, Seller agrees that Buyer Purchaser shall not be obligated to assume or perform and is not assuming or performing any, and Seller shall remain become responsible for and shall indemnifyany claim, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer from and against all, liabilities and obligations liability or obligation of Sellerany nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of Seller except the Assumed Obligations. Without limiting the generality of the foregoing, the following are included among the Liabilities of Seller which Purchaser shall not assume or become responsible for (unless specifically included on the list of Assumed Obligations):
(i) all Liabilities for local, state, federal, sales, franchise, and regardless of when such liabilities or obligations may arise income and other taxes which have accrued or may have arisen accrue or when they are become due and payable by Seller either prior to, on or were asserted (after the "Retained Liabilities")Closing Date, which shall includeincluding, without limitation, any all taxes and all fees of a similar nature arising from the following obligations or liabilities of Seller:
(a) Any compensation or benefits payable to employees of Seller, other than payroll expenses expressly assumed sale 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 transfer of the Purchased Assets and all obligations and liabilities secured thereby that are not set forth on Schedule 3.1 heretoto Purchaser;
(eii) All all accounts payable and other indebtedness and Liabilities of Seller which are not assumed by Purchase under Section 2.2;
(iii) all Liabilities and obligations to directors, officers, employees or agents of Seller, either including, without limitation, all Liabilities and obligations for borrowed money wages, salary, bonuses, commissions, vacation or severance pay, profit sharing or pension benefits, and all Liabilities and obligations arising under any bonus, commission, salary or compensation plans or arrangements of Seller, whether accruing prior to, or on or after the Closing Date, but do not relate to any period of employment with or engagement by Purchaser;
(iv) all Liabilities and obligations with respect to unemployment compensation claims and workmen's compensation claims and claims for race, age and sex discrimination or sexual harassment or for unfair labor practice which occurred prior to the Closing Date and for which any claim may be asserted by any of the Seller's employees, prior to, on or after the Closing Date, but do not relate to any period of employment with or engagement by Purchaser;
(v) all Liabilities of Seller to third parties for personal injury or damage to property based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any third party prior to, on or after the Closing Date;
(vi) all Liabilities and obligations of Seller arising under or by virtue of environmental laws whether accruing prior to, on or after the Closing Date;
(vii) all Liabilities of Seller, including any costs of attorneys' fees incurred in connection therewith, for litigation, claims, demands or governmental proceedings arising from occurrences, circumstances or events, or exposure to conditions occurring or existing prior to, on or after the Closing Date;
(viii) all Liabilities based on any theory of liability or product warranty with respect to any product manufactured or sold by Seller prior to the Closing Date and for which any claim may be asserted by any third party, prior to, on or after the Closing Date;
(ix) all attorneys' fees, accountants or auditors' fees, and other costs and expenses incurred by Seller and/or Shareholder in connection with the purchasenegotiation, lease or acquisition preparation and performance 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;
(h) Any obligations under any employment or consulting agreement, this Agreement or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(ix) Any obligations all other debts, Liabilities, obligations, contracts and commitments (whether direct or liabilities indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising out of or relating to the Excluded Assetsownership, operation or use of any of the Purchased Assets on or prior to the Closing Date or the conduct of the Business as conducted by Seller whether prior to, on or after the Closing Date, except only for the liabilities and obligations to be performed by Purchaser constituting the Assumed Obligations. Seller agrees to pay all its accounts payable, bank debt and other liabilities not assumed hereunder in the ordinary course of business and in accordance with the terms of such debt.
Appears in 1 contract
Sources: Asset Purchase Agreement (Pomeroy Computer Resources Inc)
Liabilities Not Being Assumed. Except for the Assumed Obligations, or to the extent caused by Buyer’s acts or omissions, 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, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "“Retained Liabilities"”), and Seller shall remain responsible for all 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 present or past employees of Seller arising in connection with their employment by 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 arrangementBenefit Plans (as defined in Section 3.16);
(b) Subject to the proration of real and personal property taxes at Closing relating to the Purchased RestaurantsExcept as otherwise provided in Section 6.4, all federal, state, local, foreign or other taxes (i) that have arisen prior to the Closing Date or may arise thereafter out of the Restaurants conduct of the Business, other business or may arise hereafter other operations, but only to the extent conducted by Seller either prior to or after the Closing Date or (ii) that are imposed in the form of sales tax on the Purchased Assets as a result of the consummation of the transactions set forth in this Agreement, other than the sales tax obligations assumed by Buyer under Section 6.4; provided, however, that the Retained Liabilities shall not include any taxes arising out of Seller's other operationsthe conduct by Buyer, on or after the Closing Date, of the Business, or the ownership, on or after the Closing Date, of the Purchased Assets;
(c) Any intercompany obligations between Seller and any of its subsidiaries or affiliates;
(d) Any Liens or All Encumbrances on any of the Purchased Assets and all obligations and liabilities secured thereby that are not set forth on Schedule 3.1 heretoAssumed Obligations or otherwise allocated to Buyer herein;
(d) All accounts payable or notes payable obligations for borrowed money, all purchase money obligations, except as allocated to Buyer herein, and any other indebtedness or payment obligations of Seller (the “Retained Debt”);
(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 been asserted or threatened prior to the Closing Date against Seller, the Business or the Purchased Assets or which may arise be asserted or threatened hereafter against the Purchased Assets, the Business or Buyer to the extent arising from or in connection with (i) Seller's ’s operation of the Purchased RestaurantsBusiness prior to the Closing Date, or (ii) any other business or non-business activities of Seller conducted prior hereto or hereafter, including, but not limited to, those arising out of any act legal actions or omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or when the obligation is asserted, those other proceedings 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;3.14 hereto; and
(hf) Any obligations under any employment employment, consulting or consulting agreement, or any union or other organized labor obligationnon-competition agreement to which Seller is a party, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, of the consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating to the Excluded Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (US Dry Cleaning Services Corp)
Liabilities Not Being Assumed. Except for the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform perform, and is not assuming or performing anyperforming, 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, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "“Retained Liabilities"”), and Seller shall remain responsible for all 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 present or past employees of Seller arising in connection with their employment by Seller, other than payroll expenses expressly assumed and listed on Schedule 3.1, including without limitation, any liabilities arising under the Employment Standards Act (Ontario), any employee pension or profit sharing plan or other employee benefit plan or retirement plan and any of Seller's ’s obligations for insurancevacation, holiday or sick pay or pay, 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;
(h) Any obligations under any employment employment, consulting or consulting agreement, or any union or other organized labor obligationnon-competition agreement to which Seller is a party, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby;
(b) All federal, provincial, local, foreign or other taxes (i) that have arisen prior to the Closing Date or may arise thereafter out of business or other operations conducted by Seller either prior to or after the Closing Date, or (ii) for which Seller is or, at any time hereafter, may become liable; provided, however, that the Retained Liabilities shall not include any taxes arising out of the conduct by Buyer, on or after the Closing Date, of the Business, or the ownership, on or after the Closing Date, of the Purchased Assets;
(c) All Encumbrances except for the Permitted Encumbrances on any of the Purchased Assets and all obligations and liabilities secured thereby that are not Assumed Obligations;
(d) All accounts or notes payable obligations for borrowed money, all purchase money obligations and any other indebtedness or payment obligations of Seller, other than those specifically identified on Schedule 1.3; and
(ie) Any obligations claims, demands, actions, suits or liabilities arising out of legal proceedings that have been asserted or relating threatened prior to the Excluded Closing Date against Seller, the Business or the Purchased Assets or which may be asserted or threatened hereafter against the Purchased Assets, the Business or Buyer that arise in any way from or in connection with Seller’s operation of the Business prior to the Closing Date.
Appears in 1 contract
Liabilities Not Being Assumed. Except for the Assumed Obligations, Seller agrees that Buyer the Purchaser shall not be obligated to assume or perform and is not assuming or performing anyany liabilities or obligations of the Seller, whether known or unknown, fixed or contingent, certain or uncertain (the “Retained Liabilities”), 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 Purchaser 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 "all Retained Liabilities"), which shall include, without limitationbut not be limited to, any and all of the following obligations or liabilities of the Seller:
(a) Any compensation or benefits payable to present or past employees of Seller, other than payroll expenses expressly assumed and listed on Schedule 3.1the Restaurants incurred prior to the Closing Date, 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 the Seller's ’s obligations for insurancevacation, holiday or sick pay or any non-cash employee compensation arrangementpay;
(b) Subject to the proration of real and personal property taxes at Closing relating to the Purchased Restaurants, all All federal, state, local, foreign or other taxes that have arisen out Taxes related to the operation of the Restaurants or may arise hereafter out the ownership or use of Seller's other operationsthe Purchased Assets prior to the Closing Date and any Tax liability of the Seller which is not related to the Restaurants;
(c) Any intercompany obligations between Seller and any of its subsidiaries or affiliates;
(d) Any Liens or Encumbrances Liens, except for Permitted Liens, on any of the Purchased Assets and all obligations and liabilities secured thereby that are not set forth on Schedule 3.1 3.6 hereto;
(ed) All obligations of the 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")3.6 hereto;
(fe) Any accounts or notes payable of the Seller that are not set forth on Schedule 3.1 hereto (the "Retained Payables");3.6 hereto; and
(gf) Any claims, demands, actions, suits or legal proceedings that have arisen been asserted or may arise hereafter from threatened in writing prior to the Closing Date against the Seller, the Restaurants or in connection with the Purchased Assets, but only to the extent related to (i) the Seller's ’s operation of the Restaurants or the ownership or use 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 Assets prior to the obligation is asserted, those set forth in Schedule 6.15Closing Date, or arising from (ii) any other business or non-business activities engaged in by Seller other than in connection with the Purchased Restaurants, whether engaged in prior to or after the date hereof, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;
(h) Any obligations under any employment or consulting agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating not related to the Excluded AssetsRestaurants and conducted prior hereto or hereafter.
Appears in 1 contract
Sources: Asset Purchase Agreement (Custom Restaurant & Hospitality Group, Inc.)
Liabilities Not Being Assumed. Except for Anything contained in this Agreement to the Assumed Obligationscontrary notwithstanding, the Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any, and Seller the Members shall remain responsible for and Buyer shall indemnifynot assume any of the following liabilities or obligations, defend whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller, which liabilities and obligations shall at and after the Closing Date remain the exclusive responsibility of the Seller or the Members (with counsel reasonably acceptable to Buyer and paid for by Sellerthe "Excluded Liabilities"):
(a) and hold harmless Buyer from and against all, All liabilities and obligations of Seller and the Members under this Agreement or obligations of Seller and the Members with respect to or arising out of the consummation of the transactions contemplated by this Agreement, including any fees and expenses incurred by Seller;
(b) All liabilities and obligations of Seller and the Members for Taxes due or becoming due by reason of (i) the conduct of the Business on or before the Closing Date or (ii) the ownership, whether known possession, use, operation, purchase, acquisition, sale or unknowndisposition of the Acquired Assets on or before the Closing Date, including, without limitation, all Taxes imposed on or accruing as a result of the purchase and regardless sale of when such the Acquired Assets hereunder, including Taxes attributable to or resulting from recapture of depreciation or other Tax benefit items resulting from the transactions contemplated by this Agreement and Taxes attributable to receipt by Seller of the Purchase Price (including the Incentive Payment) and the assumption by Buyer of the Assumed Liabilities;
(c) To the extent not specifically reserved for on the Interim Balance Sheet, any liabilities or obligations may arise or may have arisen expenses of the Seller related to any claims or when they litigation of Seller
(d) Any Encumbrance affecting the title to the Acquired Assets, except Permitted Liens;
(e) Any liabilities, obligations or expenses relating to any environmental matter or condition, whether or not disclosed in Schedule 4.16;
(f) As more fully set forth below, any liabilities, obligations or expenses relating to any Employee Benefit Plan as defined in Section 4.19 or any employment agreement or arrangement;
(g) Amounts payable by Seller to the Members exceeding $500,000;
(h) The liabilities or obligations listed on Schedule 2.4 hereto;
(i) All liabilities or obligations of or relating to Seller or the Business that are not Assumed Liabilities; and
(j) Any and all liabilities or were asserted (obligations for the "Retained Liabilities")past service, which shall includeor prior employment by Seller, or any person, including, without limitation, any and all of the following obligations liability for past due compensation, severance pay, compensation, accrued bonuses or liabilities of Seller:
(a) Any compensation profit sharing under any bonus or benefits payable to employees profit-sharing program 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;
(h) Any obligations under any employment or consulting agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating to any Employee Benefit Plan, except for vacation pay to the extent accrued for on the Interim Balance Sheet. The Members and Seller shall discharge or make an adequate provision for all Excluded AssetsLiabilities and, without limitation of the foregoing, if Seller shall liquidate, dissolve, or wind-up after the Closing Date, Seller shall pay, post security for, or otherwise make provision for all Excluded Liabilities prior thereto as provided under law and the Members and their spouses expressly agree to guarantee the payment of all Excluded Liabilities.
Appears in 1 contract
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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;
(h) Any obligations under any employment or consulting agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating to the Excluded Assets.
Appears in 1 contract
Liabilities Not Being Assumed. Except for the Assumed Obligations----------------------------- Liabilities, 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 any liability or obligation of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), and Seller shall remain responsible for all Retained Liabilities, which shall include, without limitation, any and all of the following obligations or liabilities of Seller:
(a) Any Except as provided for under this Agreement or the Related Agreements, any compensation or benefits payable to present or past 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 insurancevacation, holiday or sick pay or any non-cash employee compensation arrangementthat arise prior to the Closing Date;
(b) Subject to the proration of real and personal property taxes at Closing relating to the Purchased RestaurantsSection 1.7 below, all federal, state, local, foreign or other taxes of Seller (i) that have arisen prior to the Closing Date, and (ii) for which Seller is or, at any time hereafter, may become liable; provided, however, that the Retained Liabilities shall not include any taxes arising out of the Restaurants conduct of Buyer, on or may arise hereafter out after the Closing date, of Seller's other operationsthe CommSync Business; provided, further, that Buyer shall bear no liability for taxes arising from the sale of any Pipeline Inventory;
(c) Any intercompany obligations between Seller and any of its subsidiaries or affiliates;
(d) Any Liens or Encumbrances encumbrance on any of the Purchased Assets arising prior to the Closing Date and all obligations and liabilities secured thereby that are not set forth on Schedule 3.1 hereto(an "Encumbrance");
(ed) All obligations of Seller, either for borrowed money or incurred prior to the Closing in connection with the purchase, lease or acquisition of any assetsof the Purchased Assets;
(e) Any accrued liabilities (other than liabilities expressly assumed by Buyer pursuant to Section 1.3), that are not set forth on Schedule 3.1 hereto (collectively, the "Retained Debt")accounts payable or notes payable of Seller;
(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 been asserted or may arise hereafter from threatened prior to the Closing Date against Seller, the CommSync Business 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 Assets;
(g) Executory obligations of Seller under any Assigned Contracts, regardless of when such liability was incurred or when arising after the obligation is asserted, those set forth in Schedule 6.15, or arising from any business or business activities engaged in by Seller Closing Date other than those provided for in connection with the Purchased Restaurants, whether engaged Section 1.3(a) herein or as otherwise provided in prior to or after the date hereof, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereofthis Agreement;
(h) Any obligations incurred by Seller prior to the Closing Date under any employment employment, consulting or consulting non-competition agreement, whether oral or any union or other organized labor obligationwritten, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated herebyTransaction; and
(i) Any Seller's Warranty obligations or liabilities arising out of or relating to the Excluded Assetsunder those programs described on Schedule 1.4(i).
Appears in 1 contract
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, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "“Retained Liabilities"”), and Seller shall remain responsible for all 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 present or past employees of Seller arising in connection with their employment by 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 All federal, state, local, foreign or other taxes (i) that have arisen out of prior to the Restaurants Closing Date or may arise hereafter thereafter out of Seller's business or other operationsoperations conducted by Seller either prior to or after the Closing Date, (ii) that are imposed on the Purchased Assets as a result of the consummation of the transactions set forth in this Agreement, or (iii) for which Seller is or, at any time hereafter, may become liable, on or after the Closing Date, of the Business, ship, on or after the Closing Date, of the Purchased Assets;
(c) Any intercompany obligations between Seller and any of its subsidiaries or affiliates;
(d) Any Liens or All Encumbrances on any of the Purchased Assets and all obligations and liabilities secured thereby that are not set forth on Schedule 3.1 heretothereby;
(d) All accounts or notes payable obligations for borrowed money, all purchase money obligations, and any other indebtedness or payment obligations of Seller (the “Retained Debt”);
(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 been asserted or threatened prior to the Closing Date against Seller, the Business or the Purchased Assets or which may arise be asserted or threatened hereafter against the Purchased Assets, the Business or the Buyer that arises in any way from or in connection with (i) Seller's ’s operation of the Purchased RestaurantsBusiness prior to the Closing Date, including, but not limited to, those arising out of or (ii) any act other business or omission or default non-business activities of Seller under any Assigned Contracts, regardless of when such liability was incurred conducted prior hereto 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;hereafter; and
(hf) Any obligations under any employment employment, consulting or consulting agreement, or any union or other organized labor obligationnon-competition agreement to which Seller is a party, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating to the Excluded Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (Ubiquity Broadcasting Corp)
Liabilities Not Being Assumed. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume or become responsible for any claim, liability or obligation of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of Seller except the Assumed Obligations. Other than the Assumed Obligations, nothing contained in this Agreement shall be deemed or construed to constitute the assumption by Purchaser of, or the agreement by Purchaser to pay or discharge, any liabilities or obligations, whether known or unknown, existing or contingent, of Seller's MCO Business or otherwise arising from the Purchased Assets prior to Closing. Except for the Assumed Obligations, Seller hereby expressly covenants and agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any, and Seller shall remain responsible liable for and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid be responsible for by Seller) and hold harmless Buyer from and against all, all liabilities and obligations of related to Seller's MCO Business or otherwise arising from the Purchased Assets and incurred prior to the Closing, 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 includeincluding, without limitation, wages, fringe benefits which have not been expressly assumed by Purchaser as provided in Section 2.2, severance or other payments, benefits or damages due to each of Seller's employees. Seller will defend, indemnify and save harmless Purchaser from and against any and all claims, demands, actions, liabilities, expenses (including attorney's fees) and losses to the extent the same arise out of or relate to any and all liabilities and obligations for which Seller is responsible as contemplated hereby. This indemnity is not subject to the provisions, limitations or restrictions of Section 9.3(b), (c) or (d). Without limiting the generality of the foregoing, the following obligations are included among the Liabilities of Seller which Purchaser shall not assume or liabilities become responsible for (unless specifically included on the list of Seller:Assumed Obligations):
(ai) 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 all 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 employment relationship between Seller and any of its subsidiaries employees or affiliates;
(d) Any Liens former employees existing at any time, whether before or Encumbrances on any of after 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 RestaurantsClosing Date, including, but not limited to, those arising out accrued wages, accrued and/or earned but not paid bonuses owed to salesmen and/or management personnel, obligations to Seller's employees and/or former employees under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the Tax Reform Act of 1986, or any act other employee benefit program.
(ii) all Liabilities based on any theory of professional liability, professional malpractice, negligence, or omission error and omissions with respect to any services rendered at any time prior to the Closing Date by Seller or default its agents;
(iii) all Liabilities for local, state, federal, sales, franchise, income and other taxes;
(iv) all Liabilities relating to any "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) sponsored or maintained by Seller or to which Seller is making or has made contributions;
(v) any equipment lease or capitalized lease relating to the Seller's MCO Business not listed on Exhibit 1.2(o);
(vi) any obligations 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;
(h) Any obligations under any employment or consulting agreement, or any union or other organized labor obligation, whether written or oral, that is not listed on Schedule 3.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated herebylease agreements for office space; and
(ivii) Any obligations all other Liabilities arising from Seller's MCO Business, whether in the ordinary course or liabilities arising out otherwise, on or before the Closing Date, unless otherwise provided in this Agreement. For those individuals, if any, who were employees of or relating Seller prior to the Excluded AssetsClosing and are hired by Purchaser, if and when such employees are terminated by Purchaser after the Closing, Seller shall have no obligation for severance pay or other benefits or damages due to such employee as a result of his or her employment with the Purchaser.
Appears in 1 contract
Sources: Asset Purchase Agreement (Healthplan Services Corp)
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 anyperforming, and Seller shall remain responsible for and shall indemnifyfor, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer from and against all, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, 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 . The Retained Liabilities include, without limitation, any and all of the following obligations or liabilities of Seller:
(a) Any compensation or benefits payable to present or past 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 insurancevacation, holiday or sick pay or any non-cash employee compensation arrangementpay;
(b) Subject to the proration of real and personal property taxes at Closing relating to the Purchased Restaurants, all All federal, state, local, foreign or other taxes (i) that have arisen prior to the Closing Date or may arise thereafter out of the Restaurants Business either prior to or after the Closing Date, (ii) for which Seller is or, at any time hereafter, may arise hereafter become liable; provided, however, that the Retained Liabilities shall not include any taxes arising out of Seller's other operationsthe conduct by Buyer, after the Closing Date, of the Business, or (iii) which arise from the consummation of the transactions contemplated hereby;
(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 2.1 hereto;
(ed) 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")2.1 hereto;
(fe) Any accounts or notes payable of Seller Seller, that are not set forth on Schedule 3.1 hereto (the "Retained Payables")2.1 hereto;
(gf) Any claims, demands, actions, suits or legal proceedings against Seller, the Business or the Purchased Assets that have arisen or may arise hereafter in any way from or in connection with (i) Seller's operation of the Purchased RestaurantsBusiness prior to the Closing Date, or (ii) any other business or non-business activities of Seller conducted prior hereto or hereafter, including, but not limited to, those arising out of any act legal actions or omission or default of Seller under any Assigned Contracts, regardless of when such liability was incurred or when the obligation is asserted, those other proceedings 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, and whether such claims, demands, actions, suits or legal proceedings are presently pending or threatened or are threatened or asserted at any time after the date hereof;4.15 hereto; and
(hg) Any obligations under any employment employment, consulting or consulting non-competition agreement, or any union or other organized labor obligation, whether written or oral, that is are not listed on Schedule 3.1 2.1 and any liabilities or obligations arising out of the termination by Seller of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated hereby; and
(i) Any obligations or liabilities arising out of or relating to the Excluded Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (Fidelity National Financial Inc /De/)