Common use of No Successor Liability Clause in Contracts

No Successor Liability. Except where expressly prohibited under applicable law , upon the Closing, the Buyers shall not be deemed to: (a) be the successor of the Filing Affiliates; (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; (c) be a mere continuation or substantial continuation of the Filing Affiliates or the enterprise(s) of the Filing Affiliates; or (d) be liable for any acts or omissions of the Filing Affiliates in the conduct of the Business or arising under or related to the Acquired Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Buyers shall not be liable for any Claims against the Filing Affiliates or any of their predecessors or affiliates, and the Buyers shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business or any obligations of the Filing Affiliates arising prior to the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and agree that this Section 14.6 shall not in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure set forth in Section 5 of the Revenue Procedure 2004-53.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by applicable Law (including under applicable law Section 363 of the Bankruptcy Code), upon the Closingclosing, the Buyers Purchaser shall not be deemed to: (a) be the successor of the Filing Affiliates; any Seller, (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; Sellers, (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing Affiliates; Sellers or (d) be liable or have any Liability for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business their businesses or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Buyers Parties intend that Purchaser shall not be liable have no Liability for any Claims Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against the Filing Affiliates Sellers or any of their Sellers predecessors or affiliatesAffiliates, and the Buyers Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing DateDate or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business businesses of Sellers, the Acquired Assets or any obligations Liability of the Filing Affiliates Sellers arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that this Section 14.6 the Sale Order shall not contain provisions substantially in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure form set forth in this Section 5 of the Revenue Procedure 2004-536.15.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by applicable Law (including under applicable law Section 36 of the Bankruptcy Code), upon the Closingclosing, the Buyers Purchaser shall not be deemed to: (a) be the successor of the Filing Affiliates; any Seller, (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; Sellers, (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing Affiliates; Sellers or (d) be liable or have any Liability for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business their businesses or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Buyers Parties intend that Purchaser shall not be liable have no Liability for any Claims Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against the Filing Affiliates Sellers or any of their Sellers predecessors or affiliatesAffiliates, and the Buyers Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing DateDate or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business businesses of Sellers, the Acquired Assets or any obligations Liability of the Filing Affiliates Sellers arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that this Section 14.6 the Sale Order shall not contain provisions substantially in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure form set forth in this Section 5 of the Revenue Procedure 2004-536.13.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by applicable Law (including under applicable law Section 363 of the Bankruptcy Code), upon the Closing, the Buyers Buyer shall not be deemed to: (a) be the successor of the Filing Affiliates; any Seller, (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; Sellers, (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing Affiliates; Sellers or (d) be liable or have any Liability for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business their businesses or arising under or related to the Acquired Purchased Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Buyers Parties intend that Buyer shall not be liable have no Liability for any Claims Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Purchased Assets) against the Filing Affiliates Sellers or any of their Sellers predecessors or affiliatesAffiliates, and the Buyers Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing DateDate or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business businesses of Sellers, the Purchased Assets or any obligations Liability of the Filing Affiliates Sellers arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that this Section 14.6 the Sale Order shall not contain provisions substantially in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure form set forth in this Section 5 of the Revenue Procedure 2004-537.11.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by applicable Law (including under applicable law Section 363 of the Bankruptcy Code), upon the Closing, the Buyers Buyer shall not be deemed to: (a) be the successor of the Filing Affiliates; any Seller, (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; Sellers, (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing Affiliates; Sellers or (d) be liable or have any Liability for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business their businesses or arising under or related to the Acquired Purchased Assets other than the Assumed Liabilities and Permitted Encumbrances or as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Buyers Parties intend that Buyer shall not be liable have no Liability for any Claims Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Purchased Assets) against the Filing Affiliates Sellers or any of their Sellers’ predecessors or affiliatesAffiliates, and the Buyers Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing DateDate or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business businesses of Sellers, the Purchased Assets or any obligations Liability of the Filing Affiliates Sellers arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that this Section 14.6 the Sale Order shall not contain provisions substantially in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure form set forth in this Section 5 of the Revenue Procedure 2004-537.11.

No Successor Liability. Except where expressly prohibited under applicable law law, upon the Closing, the Buyers shall not be deemed to: (a) be the successor of the Filing Affiliates; (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; (c) be a mere continuation or substantial continuation of the Filing Affiliates or the enterprise(s) of the Filing Affiliates; or (d) be liable for any acts or omissions of the Filing Affiliates in the conduct of the Business or arising under or related to the Acquired Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Buyers shall not be liable for any Claims against the Filing Affiliates or any of their predecessors or affiliates, and the Buyers shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business or any obligations of the Filing Affiliates arising prior to the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and agree that this Section 14.6 shall not in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure set forth in Section 5 of the Revenue Procedure 2004-53.

No Successor Liability. Except where expressly prohibited under applicable law , upon Upon the Closing, it is the Buyers intent of the parties that the Buyer shall not be deemed todeemed: (a) to be the successor of the Filing AffiliatesSeller or any of its Affiliates (including, but not limited to, any status as a “successor employer” of Seller or any Affiliate of Seller under COBRA with respect to any current or former Benefit Plan or any current or former practice by Seller or any Affiliate of Seller to provide or make available group health plan coverage to any former employee or non-employee service provider or other non-employee individual (and their spouses and dependents)); (b) to have, de facto, or otherwise, merged with or into the Filing Seller or any of its Affiliates; (c) to be a mere continuation or substantial continuation of the Filing Seller or any of its Affiliates or the enterprise(s) of the Filing Seller or any of its Affiliates; or (d) to be liable for any acts or omissions of the Filing Seller or any of its Affiliates in the conduct of the Business or arising under or related to the Acquired Assets Sold Assets, other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, it is the Buyers intention of the parties that the Buyer shall not be liable for any Claims claims against the Filing Seller or its Affiliates or any of their predecessors or affiliatespredecessors, and the Buyers Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing DateClosing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business or any obligations of the Filing Seller or its Affiliates arising prior to the Closing Dateof the Transactions, except as expressly provided in this Agreement, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and agree that this Section 14.6 shall not in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure set forth in Section 5 of the Revenue Procedure 2004-53Closing.