Common use of No Assumption of Liabilities Clause in Contracts

No Assumption of Liabilities. COMPANY shall not assume or be obligated to pay any liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from or relate to any breach by Cerulean of the Assigned Contracts, and (b) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Effective Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be construed as an agreement by COMPANY to assume any liability or to perform any obligation of Cerulean, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, liquidated or unliquidated (including those arising out of any contract or tort, whether based on negligence, strict liability or otherwise) other than the Assumed Liabilities.

No Assumption of Liabilities. COMPANY Except for the Assumed Contracts, Seller Deposit Liabilities, and any other obligations or liabilities specifically assumed by Purchaser under this Agreement, it is expressly understood and agreed that Purchaser shall not assume or be obligated to pay liable for any liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from or relate to any breach by Cerulean of the Assigned Contractsdebts, and obligations or liabilities of Seller of any kind or nature whatsoever including, but not limited to, any debt (bexcept to the extent the same has been credited to Purchaser by proration at Closing) do not arise from or relate tax including any bank shares, franchise or related tax, any liability for unfair labor practices, any liability or obligation of Seller arising out of any threatened or pending litigation, any liability with respect to personal injury or property damage claims, any eventliability related to Seller's safe deposit business, circumstance any liability arising out of claims of employees employed at the Seller Offices for bonuses, salaries, sick leave, vacation, wages or condition occurring other payments or existing on or benefits in respect of services performed at the Seller Offices prior to the Effective Date thatClosing, with notice or lapse of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to liability under or in connection with any circumstances"employee benefit plan" as defined in Section 3(3) of ERISA which is maintained by Seller and covers any employees at the Seller Offices, causes of action, breach, violation, default any liability Seller may have incurred or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising will incur in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be construed as an agreement by COMPANY to assume , any liability or to perform any obligation of Cerulean, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, liquidated or unliquidated (including those arising out of any contract action or tortinaction occurring on or prior to the Closing Date and relating to one or more Seller Deposit Accounts, whether based on negligenceincluding but not limited to the lack of a taxpayer identification number for an account holder or the lack of compliance with any federal or state law or regulation with respect to one or more Seller Deposit Accounts, strict or any other liability Seller may have incurred prior to the Closing in connection with the operation of the Seller Offices and which has not been credited to Purchaser through proration or otherwise) other than the Assumed Liabilitiesspecifically assumed by Purchaser under this Agreement.

No Assumption of Liabilities. COMPANY Notwithstanding anything in this Agreement to the contrary other than Section 6.2(a) below, no MPT Lessor shall not assume or agree to pay, satisfy, discharge or perform, or shall be obligated to pay any liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from or relate to any breach deemed by Cerulean virtue of the Assigned Contractsexecution and delivery of this Agreement or any other document delivered at the Applicable Closing pursuant to this Agreement, and (b) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to as a result of the Effective Date that, with notice or lapse consummation of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement or such other document, to have assumed, or to have agreed to pay, satisfy, discharge or perform, or shall be construed as an agreement by COMPANY to assume liable for, any liability, obligation, contract or Indebtedness of any of the Adeptus Parties, any Unrelated Seller or any other Person, whether primary or secondary, direct or indirect, including, without limitation, any liability or obligation relating to the ownership, use or operation of any of the Assets prior to the Applicable Closing, any liability or obligation arising out of or related to any breach, default, tort or similar act committed by any Adeptus Party, any Unrelated Seller, or any Affiliate of any Adeptus Party or Unrelated Seller, or for any failure of any Adeptus Party, any Unrelated Seller, or any Affiliate of any Adeptus Party or Unrelated Seller, to perform any covenant or obligation of Ceruleanfor or during any period prior to the Applicable Closing, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, liquidated or unliquidated (including those and any liability arising out of the ownership and operation of the Assets by any contract Unrelated Seller, any Adeptus Party or tortany other Person prior to the Applicable Closing (collectively, whether based on negligencethe "Excluded Liabilities"); provided, strict liability or otherwisehowever, that the foregoing shall not limit MPT's indemnification obligations under Section 6.2(a) other than the Assumed Liabilitiesbelow.

No Assumption of Liabilities. COMPANY Except for the lease agreements relating to the locations in the State of South Carolina listed on Exhibit A (the "Leases") and the obligations relating to layaway deposits and the obligations under the layaway contracts and the amount of obligations for Yellow Pages advertising listed on Exhibit D, Purchaser does not and shall not assume or be obligated agree to pay pay, perform or discharge any liabilities or obligations of Cerulean other than those liabilities Seller, whether accrued, absolute, contingent or otherwise, arising after out of claims, actions or events occurring prior to Closing (as hereinafter defined) or any liability relating to the Effective Date under the Assigned Assets that transferred to Purchaser. Purchaser is not assuming (a) do not arise from any indebtedness of Seller, or relate to any breach by Cerulean of the Assigned Contracts, and (b) do not arise from any expenses, liabilities, or relate obligations of Seller arising out of the execution or delivery of this Agreement and the consummation of the transactions contemplated hereby, or (c) any liability or obligation of Seller relating to federal, state or local taxes or any eventother taxes attributable to the transactions contemplated hereby or Seller both prior to and subsequent to Closing, circumstance or condition occurring (d) any obligation of Seller to pay a fee to an agent, broker or existing finder, or (e) any liability arising out of the conduct of Seller's business prior to Closing, including the violation of federal or state laws and federal or state operating licenses, or (f) any liability or obligation of Seller relating to pawn loan collateral missing on or the Closing Date which will be agreed upon prior to the Effective Closing Date thatand listed on Exhibit E, with notice or lapse of time, would constitute or result in a breach of (g) any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to customer claims attributable or in connection with any circumstances, causes manner relating to events or omissions of action, breach, violation, default or failure to perform with respect to the Assigned Assets Seller prior to the Effective Date, Closing Date or (iih) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating claims made by or obligations to the Products Bureau of Alcohol, Tobacco and Firearms arising or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with period prior to the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be construed as an agreement by COMPANY to assume any liability or to perform any obligation of Cerulean, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, liquidated or unliquidated (including those arising out of any contract or tort, whether based on negligence, strict liability or otherwise) other than the Assumed LiabilitiesClosing Date.

No Assumption of Liabilities. COMPANY shall No Encumbrances on Assets. Except for the Assumed Contracts and the Executory Station Contracts, or as otherwise expressly provided for in this Agreement, Purchaser is not assume or be obligated to pay assuming any liabilities or obligations whatsoever of Cerulean Debtors, whether absolute, accrued, liquidated, known or unknown, matured or unmatured, contingent or otherwise and whether due or arising before the Closing or arising or to become due on or after Closing and whether or not asserted at the time of Closing (including commissions, salaries, wages, rebates to customers, fees, medical or other than those liabilities or compensation to employees, rents, mortgages, expenses, accounts payable, liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from Internal Revenue Code of 1986, as amended, or relate to under any breach by Cerulean of the Assigned Contractsstate or local tax law, and (b) do not arise from or relate to for any event, circumstance or condition occurring or existing tax which may become due for periods on or prior to the Effective Date thatClosing and for all interest and penalties thereon, with notice any liability for any obligations heretofore or lapse hereafter incurred by Debtors for any contributions to any employment benefit plans, pension programs and other such benefit programs or arrangements), and none of timethe Assets shall be acquired subject to any such liens, would constitute liabilities or result in a breach of any of such Assigned Contracts encumbrances (collectively, “Assumed Liabilities”the "Liabilities or Encumbrances"). All liabilities or obligations At the Closing, subject to Section 3.2(b) and Section 6.2, Debtors shall, pursuant to Section 363(f) of Cerulean that are not Assumed Liabilities the Bankruptcy Code, sell, convey and assign, transfer and deliver, and Purchaser shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for purchase and shall pay when due assume, all of its Retained LiabilitiesDebtors' rights, including (i) title and interest in and to all of its obligations the Assets, free and liabilitiesclear of all Liabilities or Encumbrances, including all obligations whether absolute, accrued, contingent or otherwise and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be construed as an agreement by COMPANY to assume any liability whether due or to perform any obligation become due and whether or not asserted at the time of Cerulean, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, liquidated or unliquidated (including those arising out of any contract or tort, whether based on negligence, strict liability or otherwise) other than the Assumed LiabilitiesClosing.

No Assumption of Liabilities. COMPANY In no event shall not Buyer assume or be obligated ---------------------------- liable for (or be deemed to pay have assumed or become liable for) or take the Assets subject to (or be deemed to have taken the Assets subject to) any obligations or liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from or relate to any breach by Cerulean of the Assigned Contracts, and (b) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Effective Date that, with notice or lapse of time, would constitute or result in a breach Seller of any of such Assigned Contracts (collectivelykind, “Assumed Liabilities”). All liabilities type or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be construed as an agreement by COMPANY to assume any liability or to perform any obligation of Ceruleannature, whether known or unknown, fixed contingent or contingent, asserted or unassertedabsolute, accrued or unaccruedotherwise except for (a) the CIT Loan and (b) Seller's obligations under the Contracts being assumed by Buyer, matured as indicated on Exhibit C hereto (the "Assumed Contracts") arising from and after the Closing. It is expressly understood and agreed that Buyer shall not be liable for any of the obligations or unmatured, liquidated or unliquidated (including those arising out liabilities of Seller of any contract kind and nature except for (i) the CIT Loan and (ii) Seller's obligations under the Assumed Contracts arising at or tortafter the Closing. Notwithstanding any other provision in this Agreement, the parties specifically agree that Buyer shall have no liability with respect to the Assets or the Wafer Fab Operations, including liability for claims or losses related to Seller's business prior to the Closing Date and product liability or defect claims or losses or environmental claims or losses, whether based on negligencedirect or indirect, strict liability tangible or otherwise) intangible, alleged or proven, together with any and all investigation, defense and other than the Assumed Liabilitieshandling loss, cost or expense, except for liabilities specifically provided for herein. In addition to any other indemnity commitments of Seller, Seller specifically agrees to indemnify and hold harmless Buyer from any and all loss, cost or expense, including, without limitation, any and all investigation, defense or other handling costs, related to liabilities or claims of liabilities of Seller not specifically assumed by Buyer in this Agreement.

No Assumption of Liabilities. COMPANY shall not assume or be obligated Purchaser agrees to pay any assume, pursuant to the Assignment and Assumption, the following liabilities or and obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that Matrix: (a) do not arise any and all liabilities, obligations, costs and expenses arising from or relate relating to any breach by Cerulean of the Assigned Contracts, including without limitation the obligation to promptly, timely and fully pay and discharge any amounts or obligations outstanding or to be outstanding under the Contracts, provided that Purchaser shall only be liable for the liabilities, obligations, costs and expenses arising from or relating to the Contracts which arise after the effective date of the Assignment and Assumption; and (b) do not arise any and all liabilities, obligations, costs and expenses arising from or relate relating to any event, circumstance or condition occurring or existing on or prior Contract Assignment Issue ((a) and (b) are collectively referred to herein as the Effective Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities” or the “Assumed Obligations”). All liabilities In addition to the foregoing, Purchaser agrees to promptly reimburse Matrix for any prepaid amounts paid by Matrix under Contracts or MCB Contracts for services under such contracts that occur after the Closing Date. Except for the Assumed Obligations, this Agreement does not transfer, Purchaser does not assume, and Purchaser expressly disclaims any and all liabilities, costs, debts, claims and obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes Matrix relating to the Products Assets or otherwise. With respect to any and all claims, liabilities, obligations (including without limitation repurchase or indemnification obligations), costs and expenses to counterparties arising from or relating to any sale or purchase (as principal, as opposed to broker) of loans or servicing rights by Matrix from such counterparty, Purchaser agrees to use its best efforts in good faith to negotiate with such counterparties regarding any and all claims, liabilities, obligations (including without limitation repurchase or indemnification obligations), costs and expenses relating to such sales and purchases described in this paragraph. Purchaser acknowledges and agrees that Purchaser, rather than Seller, will have the Assigned Assets that were incurred personnel and resources to respond to any claims made by any such counterparties and will do so in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection a manner consistent with the transactions contemplated by this Agreement. Nothing contained documentation evidencing such sales and purchases described in this Agreement shall be construed as an agreement by COMPANY to assume any liability or to perform any obligation of Cerulean, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, liquidated or unliquidated (including those arising out of any contract or tort, whether based on negligence, strict liability or otherwise) other than the Assumed Liabilitiesparagraph.

No Assumption of Liabilities. COMPANY Notwithstanding any provision in this Agreement or any of the other Ancillary Agreements to the contrary, the Purchaser shall not assume any Liabilities of the Seller (or be obligated any predecessor owner of all or part of the Seller’s business and assets), including, without limitation, any Taxes of Seller (including any liability for Taxes arising from or attributable to Seller’s operation of the Business or use or ownership of the Purchased Assets for all Pre-Closing Tax Periods, and including any Transfer Taxes and Straddle Period Taxes attributable to Seller pursuant to this Agreement), liabilities arising from the merger or other combination of Ultrascan, Inc. and Ultrascan of Macon, Inc., liabilities arising from the failure to pay employee overtime or any liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from or relate such employee matter, any such Liabilities related to any breach by Cerulean Pre-Closing Environmental Matters, Pre Closing Healthcare Regulatory Matters, operating lease obligations, Employee Loans or any Liabilities of any Employee Plan, except the payment of up to $1,500,000 of any commercial debt of Seller to Gwinnett Community Bank and the lease pay out obligations for the Vehicles (the “Commercial Debt”), and other liabilities of the Assigned ContractsSeller that have been agreed to by Purchaser, and all as set forth on Exhibit G hereto (b) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Effective Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed such non-assumed Liabilities shall be collectively referred to as retained by and remain Liabilities of the “Retained Liabilities”Seller. Cerulean Purchaser shall not assume any operational lease obligations of the Seller except for the Assumed Operational Lease Obligations set forth on Exhibit G-1 hereto. All such non-assumed operational lease obligations shall be responsible for retained by and shall pay when due all remain liabilities and obligations of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be construed as an agreement by COMPANY to assume any liability or to perform any obligation of Cerulean, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, liquidated or unliquidated (including those arising out of any contract or tort, whether based on negligence, strict liability or otherwise) other than the Assumed LiabilitiesSeller.

No Assumption of Liabilities. COMPANY shall not All parties hereto acknowledge and ---------------------------- agree that neither Prime nor any affiliate of Prime shall, by virtue of entering into and performing this Agreement or by virtue of the consummation of the transactions contemplated hereby, assume or be obligated to pay any liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise any kind whatsoever from any Partners, NGST, or relate to any breach by Cerulean of the Assigned ContractsShareholders. Furthermore, neither Prime nor any affiliate of Prime shall, by virtue of entering into and (b) do not arise from performing this Agreement or relate to by virtue of the consummation of the transactions contemplated hereby, assume any event, circumstance or condition occurring or existing on or prior to the Effective Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as any kind whatsoever from, or relating to, the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect Partnership to the Assigned Assets extent such liabilities or obligations are existing on the Closing Date, or arise out of events or omissions occurring prior to the Effective Closing Date. Without limiting the generality of the foregoing, (ii) the parties hereto expressly acknowledge and agree that Prime is not assuming any liabilities in respect debts, liabilities, or obligations of Taxes the Partnership, any Partners, NGST or any of Ceruleanthe Shareholders, (iii) or any liabilities in respect claims against the Partnership, any Partners, NGST or any of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be construed as an agreement by COMPANY to assume any liability or to perform any obligation of CeruleanShareholders, whether known or unknown, fixed or contingentabsolute, asserted contingent or unassertedotherwise (including, accrued but not limited to, federal, state, and local taxes, any sales taxes, any taxes arising from the transactions contemplated by this Agreement and any liabilities arising from any civil, criminal or unaccruedregulatory litigation or action involving or related to the Partnership, matured any Partners, NGST or unmaturedany of the Shareholders or their businesses), liquidated and the Partnership, NGST and the Shareholders each hereby agree (severally and not jointly) to indemnify Prime and hold Prime harmless from and against any such debts, liabilities and obligations; provided, however, that with regard to the Partnership only, the foregoing shall not be construed to preclude Prime's liability, in its role as a general partner of the Partnership after the Closing with respect to claims, debts, liabilities or unliquidated (including those arising obligations that arise wholly out of any contract actions, events or tort, whether based on negligence, strict liability or otherwise) other than omissions occurring after the Assumed LiabilitiesClosing Date.

No Assumption of Liabilities. COMPANY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES OF ANY SELLER, ANY SELLER OWNER, ANY AFFILIATE OF ANY SELLER OR SELLER OWNER OR THE FACILITIES, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, Buyer shall not assume or be obligated to pay any liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from or relate to any breach by Cerulean of the Assigned Contractsassume, and (b) do shall not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Effective Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated deemed by this Agreement. Nothing anything contained in this Agreement (other than to the extent expressly provided in Section 1.3—“Assumed Obligations”) to have assumed and shall not be construed as an agreement by COMPANY to assume liable for any liability debts, obligations or to perform liabilities of any obligation Seller, any Seller Owner, any Affiliate of Ceruleanany Seller or Seller Owner, or the Facilities, whether known or unknown, fixed or contingent, asserted absolute or unassertedotherwise and whether or not they would be included or disclosed in financial statements prepared in accordance with GAAP (the “Retained Liabilities”). Without limitation of the foregoing, accrued Sellers’ Retained Liabilities shall include debts, liabilities and obligations: (a) under any lease, contract or unaccruedother agreement to which any Seller or Seller Owner is a party or by which any Seller, matured any Seller Owner or unmaturedany Facility is bound that has not been listed as an Assigned Contract or an Assigned Personal Property Lease or Assigned Real Property Lease on the applicable Schedule hereto; (b) with respect to any Assigned Contract, liquidated Assigned Real Property Lease or unliquidated Assigned Personal Property Lease, arising from the period prior to the Closing Date other than executory obligations to be performed in the ordinary course of business following the Closing; (including those c) arising out of any contract collective bargaining agreement to which any Seller or tortany Seller Owner is a party, including but not limited to grievances, arbitrations, unfair labor practice charges, or any matters before the National Labor Relations Board; (d) for any Employee Benefit Plan; (e) for any obligation for Taxes, except as apportioned between the parties pursuant to Section 1.9; (f) for any liability for local or state sales, use or transfer tax and taxes that may be imposed upon the sale or assignment of the Assets pursuant to this Agreement and the several Assignment and Assumption and Xxxx of Sale agreements to be delivered hereunder, regardless of when such obligations may become known and due; (g) for any damages or injuries to persons or property or for any tort or strict liability arising from events, actions or inactions in the operation of the Facilities or related thereto on or prior to the Closing Date; (h) arising out of any litigation arising with respect to the period through the Closing Date, whether based or not threatened or pending on negligenceor before the Closing Date, strict including but not limited to proceedings before the Equal Employment Opportunity Commission and/or Massachusetts Commission Against Discrimination, except for obligations arising out of Assigned Contracts involving tax abatement litigation (“Tax Abatement Litigation”); (i) incurred by any Seller or by the Facilities for borrowed money, including capital lease obligations; (j) for any accounts payable of any Seller or any Affiliate of any Seller, or any Seller Owner; (k) for amounts due or that may become due to Medicare, Medicaid or any other health care reimbursement or payment intermediary, or other third party payor for services provided through the Closing Date on account of Medicare or Medicaid cost report adjustments or other payment adjustments attributable to any period through the Closing Date, or any other form of Medicare, Medicaid or other health care reimbursement recapture, adjustment or overpayment whatsoever, including fines and penalties, with respect to any period prior to the Closing Date; (l) for all fees and expenses incurred by the Sellers or Seller Owners in connection with this Agreement and the transactions contemplated hereby, including legal, accounting and investment banking fees and expenses; (m) any Losses attributable to the period prior to the Closing arising from any failure to comply with Xxxxxx Laws; and (n) with respect to (i) actions or omissions of or on behalf of any Seller or Seller Owner on or prior to the Closing Date or (ii) events, conditions or circumstances occurring or existing at, on, under or with respect to one or more of the Facilities or the Real Property on or prior to the Closing Date. The intent and objective of Buyer and Sellers and Signatory Owners is that, except for liabilities explicitly assumed by Buyer hereunder (including to the extent specified in Section 1.6(c)), Buyer does not assume, and no transferee liability or otherwise) other than shall attach to Buyer pertaining to, any of the Assumed Retained Liabilities.