Limitations on Assumption Sample Clauses
The "Limitations on Assumption" clause restricts the circumstances under which one party can assume the obligations or liabilities of another party under a contract. Typically, this clause specifies that certain duties or responsibilities cannot be transferred or taken on by a third party without explicit consent or meeting specific conditions. For example, it may prevent a buyer in a business sale from automatically assuming all of the seller’s debts unless those debts are expressly listed. The core function of this clause is to protect parties from unintended or unauthorized transfers of liability, ensuring that only agreed-upon obligations are assumed and reducing the risk of unexpected financial or legal exposure.
Limitations on Assumption. Any provision of this Agreement to the contrary notwithstanding, Purchaser will not and does not assume the following liabilities and obligations (the "Retained Liabilities") of Seller even if, to any extent, they arose in connection with, were incurred by or were related to, the Assets or the use of the Assets in connection with the Business:
(a) any indebtedness (the "Debt") of Seller for borrowed money;
(b) any obligation or liability of Seller to Purchaser created by this Agreement;
(c) any obligation or liability of Seller arising out of or incurred in respect of any transaction occurring on or after the Closing Date unrelated to the Assets or Purchaser's operation of the Business;
(d) unpaid fees and expenses of Seller's investment bankers, brokers, counsel, accountants or other experts incurred in connection with the negotiation of this Agreement and related documentation and the execution and delivery of the same and the closing of the transactions contemplated hereby and thereby;
(e) any obligation or liability of Seller for any of the following: (i) federal, state, local or foreign income Taxes incurred for periods through the date of Closing ("pre-Closing Periods"); (ii) federal, state, local or foreign Taxes payable with regard to any sale, conveyance, assignment, transfer or delivery by Seller to Purchaser at the Closing pursuant to this Agreement including, without limitation, with regard to the Assets; (iii) any other Taxes incurred by the Seller for pre-Closing Periods; and (iv) interest, additions and penal ties incurred in respect of any of the Taxes referred to in clauses (i), (ii) or (iii) of this paragraph (f); and
(f) the liabilities associated with the agreements referred to in Sections 1.2(e) and (f), if any.
Limitations on Assumption. The indemnifying party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the indemnifying party does not deliver to the Indemnified Party acknowledgement of such assumption or control within 20 days of receipt of notice of the Third Party Claim pursuant to Section 9.04(a) (but subject to the right of the indemnifying party to elect not to continue to assume the defense of such claim following the Discovery Period), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates (other than claims for injunctive or equitable relief that are ancillary to a claim for monetary damages) or (iv) the indemnifying party has failed or is failing to prosecute or defend vigorously the Third Party Claim.
Limitations on Assumption. Notwithstanding Section 1.5 above, the Purchaser will not assume and does not agree to pay or discharge any obligations or liabilities of the Company not specif ically included in the Assumed Liabilities. In particular, without limiting the generality of the definition of "Unassumed Liabilities" under Section 1.4 above, the Purchaser shall not assume or agree to pay or discharge any of the following:
(i) any notes or accounts payable;
(ii) any trade payables of any kind, regardless of whether entered into in the ordinary course of business;
(iii) any federal, state or local tax of any type, whether arising by reason of the sale of the Assets or by operation of the Homes prior to the Closing Date;
(iv) any losses, costs, damages or expense based upon or arising from any claims, litigation, legal proceedings or other actions against the Company based upon any set of facts occurring prior to the Closing;
(v) the liabilities and obligations under any war ranties to customers with respect to goods or products sold or services provided by the Company prior to Closing;
(vi) all personal injury, product liability claims, claims of environmental damage, claims of hazards to health, strict liability, toxic torts, enforcement proceedings, cleanup orders and other similar actions or claims instituted by private parties or governmental agencies, with respect to the operation of the Homes prior to Closing; or
(vii) any other liability or obligation not specifically included within the Assumed Liabilities.
Limitations on Assumption. Any other provision of this Agreement to the contrary notwithstanding, the Company shall not and does not assume any liability or obligation of the Division, Norton or any of its Affiliates (including the Designated Subsidiary) not specifically included in the Assumed Obligations. Without limiting the foregoing, the Assumed Obligations do not include, and Norton shall promptly pay and perform, and indemnify and hold harmless SG and the Company (and their respective Affiliates) from and against:
3.2.1. Subject to the Cooperation Agreement, any claims arising in respect of any product shipped by Norton or any of its Affiliates (including the Designated Subsidiary) on or prior to the Closing Date;
3.2.2. Any liability or obligation arising under or relating to any Contract (as defined in Section 6.12.1) not included in the Assets;
3.2.3. Any liability or obligation arising under or relating to any of the Commitments to the extent accruing (or attributable to breaches or defaults occurring or refunds or penalties payable) on or prior to the Closing Date unless such liability or obligation is specifically referred to in Exhibit 3.1.1 or the amount thereof is specifically included in the final determination of Total Working Capital.
3.2.4. Any liability or obligation of Norton or any of its Affiliates (including any Division Subsidiary) in respect of any state, local, federal or foreign taxes (whether in the nature of income, transfer, sales, withholding, employee, excise, property, customs, gross receipts or other taxes or duties of any kind whatsoever), and penalties, interest and fines in respect thereof, or any reporting requirement or estimated tax payable with respect thereto, relating to events or transactions occurring on or prior to the Closing Date involving Norton or any of its Affiliates or the Division, the transactions contemplated hereby (including, without limitation, any election under the Internal Revenue Code) or the Assets, in whole or part, or relating to the inclusion of any Affiliate of Norton in a consolidated tax group or tax sharing arrangement with Norton or its Affiliates.
3.2.5. Any litigation, investigation or other proceeding pending or threatened in respect of Norton or any of its Affiliates (including any Division Subsidiary) on or prior to the Closing Date or subsequently asserted which is attributable to facts existing, or events or omissions 16 occurring, on or prior to the Closing Date (other than product claims specifically ...
Limitations on Assumption. Except as provided in SECTION 3.1, neither Buyer nor SIDT agrees to assume, pay, perform or discharge, or indemnify Seller against or have any responsibility for any liability or obligation of Seller not included in the Assumed Obligations, including, (a) obligations or commitments, under purchase orders or otherwise relating to the operation of the business prior to the Closing; (b) liabilities and claims expressly reserved by Seller; (c) the fees and expenses of Seller's counsel and accountants and other experts; (d) liabilities or obligations of Seller otherwise incurred on and after the Closing Date; (e) liabilities or obligations involving the payment of any domestic (federal, state, or local) taxes of any kind, including, without limitation, sales taxes, transfer taxes, gains taxes, recording taxes, and taxes on or measured by income, any of which taxes are due or shall become due as a result of the operations of Seller on or before the Closing Date or interest or penalties relating thereto (all of such excluded liabilities being hereinafter referred to as "Excluded Liabilities").
Limitations on Assumption. It is expressly understood that TradeStreet is not assuming any liability for any claims, actions, proceedings, suits at law or in equity, whether brought by a private party or governmental department, commission, board, bureau, agency or instrumentality of any kind against NationsBank Texas, AIM Advisors or the Fund or any officer, director or employee thereof arising from or in connection with the Sub-Advisory Agreement prior to the Effective Date.
Limitations on Assumption. Any provision of this Agreement to the contrary notwithstanding, Purchaser will not and does not assume the following liabilities and obligations (the "Retained Liabilities") of Seller even if, to any extent, they were reflected in the Financial Statements and arose in connection with, were incurred by or were related to the operation of the Business: (i) liabilities or obligations of Seller to any officer, director or stockholder of the Seller, whether or not owed to such person in his capacity as such, any person affiliated with any of the foregoing or any person related to or sharing a household with any of the foregoing except liabilities for accrued wages and salaries reflected in the Financial Statements; provided, that Purchaser will assume the liability to John A. Bowe, Inc. in the ▇▇▇▇▇▇▇▇▇ ▇▇ount of $340,000 plus all accrued and unpaid interest thereon, which liability shall be paid on the Closing Date, and the obligation to pay John A. Bowe an aggregate $4▇,▇▇▇ ▇▇ ▇▇▇ rate of $1,000 per month pursuant to Section 12 of the Employment Agreement between Seller and John A. Bowe dated September ▇▇,▇▇▇▇;
Limitations on Assumption. Notwithstanding Section 1.4 above, the Buyer will not assume and does not agree to pay or discharge any obligations or liabilities of the Seller not specifically included in the Assumed Liabilities and, in particular, Buyer shall not assume or agree to pay or discharge any of the following:
(a) any notes or accounts payable of any kind, regardless of whether entered into in the ordinary course of the Business;
(b) any federal, state or local tax of any type, whether arising by reason of the sale of the Assets (except as otherwise set forth herein) or by operation of the Business prior to the Effective Time;
(c) any losses, costs, damages or expense based upon or arising from any claims, litigation, legal proceedings or other actions against the Seller or the Business, whether asserted or unasserted, known or unknown, based upon any set of facts occurring prior to the Effective Time, including but not limited to litigation (if any) disclosed on Exhibit A hereto;
(d) the liabilities and obligations under any warranties to customers with respect to goods or products sold or services provided by the Seller or the Business prior to Effective Time;
(e) all personal injury, product liability claims, claims of environmental damage, claims of hazards to health, strict liability, toxic torts, enforcement proceedings, cleanup orders and other similar actions or claims instituted by private parties or governmental agencies, with respect to the conduct of the Business by and operations of the Seller prior to the Effective Time;
(f) all wages, salaries, compensation, employment taxes and employee benefit costs arising and accrued prior to the Effective Time;
(g) Undisclosed Preneed Obligations; and
(h) any other liability or obligation not specifically included within the Assumed Liabilities.
Limitations on Assumption. 5 1.03. The Closing . . . . . . . . . . . . . . . . . . .8 1.04
Limitations on Assumption. Any other provision of this Agreement to the contrary notwithstanding, ARI will not and does not assume any liability now existing or hereafter arising with respect to each of the following (collectively, the “Retained Liabilities”):
(a) subject to the terms of Section 9.4 hereof, all obligations of ACF under employee benefit plans, including, without limitation, any obligation of ACF for the underfunded benefit liabilities of the ACF pension plans;
(b) any (1) third-party (including, without limitation, governmental authorities and employees) claim, demand, investigation, action, suit or other legal proceeding (including, without limitation, any claim, demand, investigation, action, suit or other legal proceeding under the Occupational Safety and Health Act or any similar law relating to the safety or health of employees) that seeks to impose, or may result in the imposition of, liability for (i) the pollution, contamination, protection, cleanup or restoration of air, surface water, groundwater, land (including, without limitation, surface and subsurface strata), or other natural resources; (ii) solid, gaseous or liquid waste generation, handling, transportation, treatment, storage, disposal, recycling or reclamation; (iii) exposure to pollutants, contaminants, or hazardous or toxic materials, substances or wastes, including, without limitation, pesticides, fertilizers, radionuclides, petroleum and petroleum products; or (iv) the manufacture, processing, distribution, use, treatment, storage or disposal of pollutants, contaminants, or hazardous or toxic materials, substances or wastes, including, without limitation, pesticides, fertilizers, radionuclides, petroleum and petroleum products at any of the Locations or (2) resulting from or relating to any condition at any Location which is in violation of state or Federal environmental laws, as in effect on the Effective Date (“Environmental Liabilities”), in the case of Environmental Liabilities under clause (1), arising out of actions taken or omitted to be taken by ACF on or prior to the Effective Date and, in the case of Environmental Liabilities under clause (2), which condition exists on the Effective Date; and
(c) claims for workers compensation and product liability known to ACF on the Effective Date, as more fully set forth on Schedule 4.2A hereto.