Liabilities and Obligations Not Assumed. Other than as specifically set forth in Section 2.09 above, Apple assumes no obligation whatsoever of Seller or any Owner, under or in connection with any contract between Seller or any Owner and any third party or otherwise. Furthermore, except as specifically set forth in Section 2.09 above, Apple expressly disclaims the assumption of any liability of any type whatsoever of Seller or any Owner or in connection with any of Seller's or any Owner's assets or business operations, including without limitation (i) any and all Tax liabilities accruing on or before the Closing in connection with any Acquired Assets or otherwise, (ii) any and all liabilities arising from or under any Environmental Laws, (iii) any and all liabilities in connection with any claim by any Person claiming to have suffered any environmental damage or harm of any type, including any actual or alleged damage or harm to groundwater, surface water, well water, ground, soil, or the atmosphere, or otherwise relating to any Hazardous Substance, (iv) any and all employment or personnel-related liabilities whatsoever of Seller or any Owner, including, but not limited to, any liability under any employment contract, liability for wages or salary, liability for bonuses or commissions, liability for severance (including without limitation as a result of this transaction), Title I, Part 6 of ERISA liability, Occupational Safety and Health Act of 1972, as amended ("OSHA") liability, liability for disabled individuals, workers' compensation liability, ERISA plans, or ERISA plan obligations or liability, Federal Workers Adjustment and Retraining Notification Act liability, sick pay, vacation accruals, or similar matters, any profit sharing plan or any liability thereunder, any pension plan or liability thereunder, any welfare benefit plan or any liability thereunder, or liability for any claims alleging illegal discrimination of any type, (v) any indebtedness of Seller or any Owner, and (vi) any liability or obligation (contingent or otherwise) of Seller or any Owner arising out of any claim, litigation or proceeding threatened or pending on or before the IPO Pricing Date or out of any claim, litigation or proceeding threatened or initiated after the IPO Pricing Date to the extent based on or caused by any act or omission occurring, or condition or circumstances existing, prior to the IPO Pricing Date, or any condition caused by any act or omission occurring prior to the IPO Pricing Date, or any produ...
Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or of Assignor whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from Assignor’s business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Assignor’s business. All liabilities, debts and obligations of Seller and of Assignor not expressly assumed by Buyer hereunder are hereinafter referred to as the “Excluded Liabilities.”
Liabilities and Obligations Not Assumed. Other than as specifically listed in Section 3.1 above, Buyer shall assume no obligation or liabilities whatsoever of Seller or any Seller Entity, whether or not arising from or related to the Businesses (the “Excluded Liabilities”), and Seller shall or shall cause a Seller Entity to pay and perform each such Excluded Liability as and when due. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Buyer be deemed to assume any Liability (as defined herein) of Seller or any Seller Entity arising out of or relating to: (a) any actual or alleged tortious conduct of Seller, any Seller Entity, or any of their respective employees or agents; (b) any product liability claim arising out of a product sold or disposed of by Seller or any Seller Entity prior to the Effective Time; (c) any claim for breach of warranty or contract by Seller or any Seller Entity; (d) any claim predicated on strict liability or any similar legal theory based on acts, omissions, events or circumstances prior to the Effective Time; (e) any actual or alleged violation of any Law (as defined in Section 4.3) occurring prior to the Effective Time; (f) any business or business activities of Seller or any Seller Entity that are not part of the operation of the Businesses; (g) any Liability for Taxes (as defined in Section 4.7) of any kind or character of Seller or any Seller Entity that relate to any period prior to the Effective Time; (h) any Excluded Asset; (i) the WARN Act (as hereinafter defined) in connection with the transactions contemplated by or provided for in this Agreement; (j) any Environmental Liability relating to or arising out of any pre-Closing condition or obligation; or (k) any Liability of Seller or any Seller Entity under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement. Notwithstanding any other provision of this Agreement, the obligations of Seller and the Seller Entities with respect to all Liabilities other than the Assumed Obligations shall survive the Closing and the transactions contemplated by this Agreement. “Liability” for the purposes hereof shall mean any liability or obligation whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due.
Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 4a. above, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Lender or of Debtor whatsoever. All liabilities, debts and obligations of Lender and of Debtor not expressly assume by Buyer hereunder are hereinafter referred to as the "Excluded Liabilities". The Excluded Liabilities include any liabilities or obligations now or hereinafter arising from Debtor's business activities prior to closing or any liabilities arising out of or connected to the liquidation and winding down of Debtor's business and the following whether incurred or accrued before, at or after closing:
Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Company or of the Business whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from or with respect to, the sale of any products or services of Company that occurred prior to the Closing, any assignment or transfer fees required by any Software licensor in connection with the transfer of the Software to Buyer, commissions, fees, investment banker or broker fees payable to any other party in connection with the Acquisition, prepayment penalties or premiums on debt, any overdrafts or bank debt, any accounts payable, the termination by Company of the employment of any current or future employees of Company or any of its Affiliates, any other claims brought against Company arising from Company's employment of any person, any duties or obligations under any existing or future Employee Plans (as such term is defined in Section 4.15) or other employee benefit plans of Company or any of its Affiliates, any present or future obligations or liabilities of Company or any of its Affiliates to existing or future employees of Company or any of its Affiliates under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Federal Worker Adjustment and Retraining Notification Act ("WARN") or any severance or bonus pay obligations of Company or any of its Affiliates or any obligations or liabilities or arising from any breach or default by Company of any contract, agreement or commitment of Company (including but not limited to the Contracts) that occurred (or arose from facts occurring) prior to the Closing. All liabilities, debts and obligations of Company not expressly assumed by Buyer hereunder are hereinafter referred to as the "EXCLUDED LIABILITIES".
Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities or obligations of Company or of the Business whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from or with respect to, the sale of any products or services of Company that occurred prior to the Closing, commissions, fees, investment banker or broker fees (if any) payable by Company to any other party in connection with the Acquisition, the termination by Company of the employment of any current or future employees of Company or any of its Affiliates, any other claims brought against Company arising from Company’s employment of any person, any duties or obligations under any existing or future employee plans or other employee benefit plans of Company or any of its Affiliates, any present or future obligations or liabilities of Company or any of its Affiliates to existing or future employees of Company or any severance or bonus pay obligations of Company or any of its Affiliates or any obligations or liabilities or arising from any breach or default by Company of any contract, agreement or commitment of Company (including but not limited to the Contracts) that occurred (or arose from facts occurring) prior to the Closing. All liabilities, debts and obligations of Company not expressly assumed by Buyer hereunder in this Section 3.2 are herein referred to as the “Excluded Liabilities”.
Liabilities and Obligations Not Assumed. Other than as specifically set forth in Section 2.1 above, Buyer shall not assume or be obligated by this Agreement to pay, perform, discharge or otherwise be responsible for, any debts, liabilities or obligations whatsoever of any Seller Party or the Operations, whether accrued, absolute, contingent or otherwise, oral or written, disclosed or undisclosed, and all those debts, liabilities and obligations will remain the responsibilities and obligations of the Seller Parties (the “Excluded Liabilities”). Buyer expressly disclaims the assumption of any other debt, liability or obligation of any type whatsoever of any Seller Party or in connection with any Seller Party’s assets or business operations, including the following:
Liabilities and Obligations Not Assumed. Except as expressly set forth in this Agreement, PURCHASER does not, and shall not, retain, assume or otherwise become obligated in any way to pay, any liabilities, debts or obligations of SELLER whatsoever, including but not limited to: any liabilities or obligations arising from SELLER’s business or development activities that relate to the Purchased Assets before the Effective Date; or any obligations, duties, terms, provisions, liabilities, covenants or other responsibilities associated with the Purchased Assets before the Effective Date, including, without limitation, any license or other fees due to any third parties on or for the Purchased Assets, that are not expressly outlined in Section 5(a) above; or any liabilities, debts or other obligations that relate to any NPS Dedicated Employee (defined in Section 8(g) below) who does not become a Transferred Employee (defined in Section 8(g) below); or any liabilities, debts or other obligations that relate to any Transferred Employee arising from or related to activities or circumstances occurring before the Effective Date. Except as expressly set forth in this Agreement, SELLER does not, and shall not, retain or otherwise become obligated in any way to pay, any liabilities, debts or obligations of PURCHASER whatsoever, including but not limited to: any liabilities or obligations arising from PURCHASER’s business or development activities that relate to the Purchased Assets after the Effective Date; or any obligations, duties, terms, provisions, liabilities, covenants or other responsibilities associated with the Purchased Assets after the Effective Date, including, without limitation, any license or other fees due to any third parties on or for the Purchased Assets or any liabilities, debts or other obligations that relate to any Transferred Employee arising from or related to activities or circumstances occurring after the Effective Date.
Liabilities and Obligations Not Assumed. Notwithstanding anything else in this Agreement to the contrary, Purchaser shall not assume or be obligated to pay, discharge or indemnify any party or become liable for any liabilities, obligations or commitments of any nature of Seller, or any other individual or entity, presently fixed and determined, contingent or otherwise, other than those to be expressly assumed by Purchaser under Section 2.01(b) hereof. All liabilities and obligations of Seller not expressly assumed shall remain liabilities of Seller, which shall be solely liable to perform and discharge such liabilities and obligations as are set forth on Exhibit F attached hereto (the "Excluded Liabilities").
Liabilities and Obligations Not Assumed. Nothing herein contemplates, requires or intends any assumption or succession by Buyer of, and Buyer shall not assume, become obligated to or otherwise succeed in any way to, whether directly or indirectly or expressly or by implication or by operation of law, any liability, obligation, guarantee or debt, whether fixed or contingent, known or unknown, liquidated or unliquidated, secured or unsecured, or otherwise (collectively, referred to as “Liabilities”) of Ample, Seller or any other Person (as defined below) to any individual, group, corporation, partnership, limited liability company, governmental entity, department, bureau, agency, public board, authority or agency or any other organization or entity (collectively, referred to as a “Person”). The parties acknowledge and agree that the foregoing is not a warranty being made by Seller.
