Common use of Limitations on Assumption Clause in Contracts

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. Notwithstanding Section 1.5 1.6 above, the Purchaser will not assume and does not agree to pay or discharge any obligations or liabilities of the Company not specif ically specifically 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 Home 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 warranties 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 Home prior to Closing; or (vii) any other liability or obligation not specifically included within the Assumed Liabilities.