RESPONSIBILITY FOR LIABILITIES. Buyer shall not assume any Liabilities of Seller by virtue of this Agreement or otherwise, including, without limitation, the following: (a) any obligation or liability related to accounts payable, taxes or warranty claims which relate to goods or services sold by Seller prior to Closing; (b) claims or obligations related to Seller's employees arising prior to or on the Closing Date, including, without limitation, severance claims, vacation and sick days and all other accrued benefits; (c) liabilities relating to environmental matters; (d) any liability or obligation under contracts, agreements, arrangements and understandings of Seller arising prior to or on the Closing Date other than Seller's performance obligations set forth in the Assumed Contracts listed in Schedule 1.1; (e) any intercompany debt or other liability between the Seller or any shareholder or affiliate of Seller; and (f) any other liability or obligation of Seller, whether known or unknown, absolute or contingent. Notwithstanding anything herein or in any Related Document to the contrary, except as otherwise expressly provided herein, Buyer is neither assuming nor agreeing to pay or discharge any of the claims against, or Liabilities or obligations of, Seller or of any other party and nothing in this Agreement shall be construed to the contrary. All claims against, and Liabilities and obligations of Seller, whether known or unknown, suspected or unsuspected, direct or contingent, in litigation, threatened or not yet asserted or existing with respect to any aspect of the Assets or the SI Business, or this Agreement, arising or existing prior to or on the Closing Date or arising after closing an account of the SI Business prior to Closing are and shall remain the responsibility of Seller.
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RESPONSIBILITY FOR LIABILITIES. Buyer shall not assume any Liabilities of Seller by virtue of this Agreement or otherwise, including, without limitation, the following:
(a) 1.2.1 any obligation or liability related to accounts payable, taxes Taxes or warranty claims which relate to goods or services sold by Seller prior to Closing;
(b) 1.2.2 claims or obligations related to Seller's employees arising prior to or on the Closing Date, including, without limitation, severance claims, vacation and sick days and all other accrued benefits;
(c) 1.2.3 liabilities relating to environmental matters;
(d) 1.2.4 any liability or obligation (regardless of whether it is related to the Business) under contracts, agreements, arrangements and understandings of Seller arising prior to or on the Closing Date other than Seller's performance obligations set forth in the Assumed Contracts listed in Schedule 1.1Date;
(e) 1.2.5 any intercompany debt or other liability between the Seller or any shareholder or affiliate of Seller; and
(f) 1.2.6 any other liability or obligation of Seller, whether known or unknown, absolute or contingent. Notwithstanding anything herein or in any Related Document to the contrary, except as otherwise expressly provided herein, Buyer is neither assuming nor agreeing to pay or discharge any of the claims against, or Liabilities or obligations of, Seller or of any other party and nothing in this Agreement shall be construed to the contrary. All claims against, and Liabilities and obligations of Seller, whether known or unknown, suspected or unsuspected, direct or contingent, in litigation, threatened or not yet asserted or existing with respect to any aspect of the Assets or the SI Business, or this Agreement, arising or existing prior to or on the Closing Date or arising after closing an account of the SI Business prior to Closing are and shall remain the responsibility of Seller.
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