Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:
Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):
Excluded Liabilities. Other than the Assumed Liabilities, all liabilities, liens and other obligations of Seller or any affiliates of Seller relating to the Business or the Purchased Assets arising prior to the Closing Date (collectively, the “Excluded Liabilities”), shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by the Seller. Excluded Liabilities shall include, without limitation: any debts, liabilities or obligations not specifically listed in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities of any Seller to the Stockholders or any affiliates or current or former stockholders, members or other equity owners of any Seller, (vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby, (viii) any negative cash or book balances or any intercompany debt by and between, or by and among, Seller and any affiliate of Seller and (ix) any environmental liability. All Excluded Liabilities shall be the responsibility of Seller, and Seller and the Stockholder agree to indemnify and hold the Buyer harmless against any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.
Excluded Liabilities. The Assumed Liabilities shall not include, and the Buyer shall not assume or be liable for any liabilities and obligations of the Sellers or any of their Affiliates not expressly assumed in Section 2.4 (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (a) Any liability or obligation relating to Professional Liability Claims arising from services performed on or before the Closing Date; (b) Any liability or obligation relating to the Plans or the Compensation Arrangements (as such terms are defined in Section 5.17); (c) Other than as required pursuant to Sections 2.4(a) or (b), any liabilities or obligations to current or former employees of, or independent contractors with, any Seller who do not become Transferred Network Physicians, Transferred Consultants or Transferred Employees, as the case may be; (d) Any employment-related liabilities for which the Buyer is indemnified under Section 11.1(d) (an "EXCLUDED EMPLOYEE OBLIGATION") and any other liability for which the Buyer is indemnified under Section 11; (e) Any liabilities with respect to Taxes of any Seller or Shareholder or relating to any period ending on or prior to the Closing Date, including liabilities related to (i) income Taxes of the Sellers or any of their Affiliates whether arising before or after the Closing Date, (ii) Taxes relating to the Purchased Property acquired under the terms and conditions of this Agreement for all periods (or portions thereof) ending on or prior to the Closing Date, (iii) Taxes attributable to or imposed with respect to the transfer, assignment and delivery of the Purchased Property under Section 12.3 hereof or otherwise or to any other transactions contemplated by this Agreement and (iv) Taxes of any other Person for which any of the Sellers may be liable by contract or otherwise; (f) Any liabilities to any Shareholders or any of their Affiliates; (g) Any liabilities or obligations relating to or arising under the Xxxxxxx Consulting Agreement; (h) Any liability arising from operations of the Businesses before the Closing Date not expressly assumed pursuant to Section 2.4; (i) Any liability or obligations under Contracts not included in Purchased Property; (j) Any liability or obligations relating to Nudel & Xxxxx, M.D., P.A. and Young, Xxxxxxxx & Xxxxxx Surgical Associates, M.D., P.A.(d/b/a South Florida Surgical Group); and (k) Any other liability not expressly assumed pursuant to Section 2.4 notwithstanding the inclusion of any such li...
Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:
Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Buyer shall not and does not assume, and shall not be obligated to pay, perform, discharge or in any other manner be liable or responsible for, any Excluded Liabilities.
Excluded Liabilities. Notwithstanding any other provision of this Agreement, Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following (collectively, the “Excluded Liabilities”):
Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller in respect of:
Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or in any way become liable for any Liabilities or Obligations other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:
Excluded Liabilities. Notwithstanding the generality of Section 1.2, Seller shall retain and be responsible for the payment, performance and discharge of all liabilities and obligations (whether known or unknown, matured or unmatured, liquidated or unliquidated, contingent or fixed) of Seller, including all indebtedness, trade accounts payable unpaid as of the Closing Date (the “Trade Payables”), workers’ compensation liabilities, Tax liabilities imposed on Seller or attributable to the Purchased Assets or the NF5 Business for periods (or portions thereof) ending on or prior to the Closing Date (the “Excluded Tax Liabilities”), payroll, vacation, sick leave, unemployment benefits, pension plan, health plan and accrued bonus liabilities, any accrued bonus liabilities relating to the consummation of the transactions contemplated in this Agreement, including any such bonus liability to Jxxx Xxxxxxxx, environmental liabilities, all liabilities relating to any real property or any other types of obligations or liabilities arising out of or relating to events occurring on or prior to the Closing Date, all liabilities and obligations under (x) the Pre-Closing Contracts and the Assumed Contracts regardless of when such liabilities and obligations arose, other than to the extent such liabilities and obligations are Assumed Liabilities, and (y) the Excluded Contracts regardless of when such liabilities and obligations arose, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Buyer shall not assume any of such Excluded Liabilities (regardless of whether any such liabilities or obligations are disclosed in this Agreement).
