Except for the Assumed Liabilities. CACI and CASub are assuming no liabilities of GSI or any other person or entity in connection with this transaction. Without limiting the generality of the foregoing, GSI shall be solely responsible for payment of all amounts at any time owing by GSI with respect to the business, operations or property of GSI, both before and after the Closing, whether accrued or contingent, known or unknown, other than the Assumed Liabilities. CACI specifically assumes no liability for, and GSI specifically retains sole responsibility for, the following, regardless of when discovered or asserted:
Except for the Assumed Liabilities. Buyer assumes no other Liabilities of any kind or description including, without limitation, any obligations under or pursuant to the Heritage Agreement.
Except for the Assumed Liabilities the Buyer shall not assume any other Liabilities of the Seller, whether due or to become due, absolute or contingent, direct or indirect (the "Liabilities Not Assumed"), including but not limited to the following:
Except for the Assumed Liabilities. Sellers agree, jointly and severally, to retain or assume full liability and responsibility for satisfaction of all of Sellers' debts or liabilities of any kind, whether known or unknown, fixed or contingent, including any and all liability for trade payables and other accounts payable, federal, state or local taxes, employment taxes, tort or contract claims, and employee compensation, benefits or claims.
Except for the Assumed Liabilities it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and will not be liable for, any debt, liability or obligation of Seller or Shareholder, of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated under this Agreement and that Seller and/or Shareholder will remain liable and responsible for the payment or performance, as the case may be, of all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Seller and/or Shareholder including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicare, Medicaid and Blue Cross, all impositions of income tax and other taxes; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations, accrued vacation and sick pay not expressly assumed by Buyer pursuant to this paragraph, and other accrued employee benefits including rights of Seller's retirees to participate in Seller's medical plans.
Except for the Assumed Liabilities the Company is not assuming and is not responsible for any debts, obligations or liabilities of TeleHub or TTC, whether known or unknown, fixed or unfixed, xxxxxx or unchoate, liquidated or unliquidated, secured or unsecured, accrued or unaccrued, absolute, contingent or otherwise. Not in limitation of the generality of the foregoing, the Company is not assuming and is not responsible for the following:
Except for the Assumed Liabilities. Seller agrees to pay or discharge when due any and all liabilities of Seller.
Except for the Assumed Liabilities and except as otherwise set forth in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise.
Except for the Assumed Liabilities and except as otherwise provided in this Agreement, Prometheus shall not assume or be liable for any Liabilities of Connetics whatsoever, including, without limitation, product liability, liability in tort (including unripened liabilities due to past actions or sales), indebtedness for money borrowed, tax liabilities, obligations to employees, and liabilities for trade promotions related to the Purchased Assets occurring prior to the Closing Date or to acts or omissions occurring prior to the Closing Date.
Except for the Assumed Liabilities. Buyer is not assuming, and is not responsible for, any Liabilities of Seller, whether or not related to the Division ("Excluded Liabilities"), including without limitation, the following:
