No Other Liabilities Assumed. Sellers acknowledge and agree that ---------------------------- pursuant to the terms and provisions of this Agreement and under any Contract, Purchasers will not assume any obligation of Sellers, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchasers nor any of its affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Sections 1.4 and 1.5 above, any debt, claim, obligation or other liability of Sellers or any of its affiliates whatsoever, including, but not limited to (i) any Environmental Costs and Liabilities for any act, omission, condition, event or circumstance to the extent occurring or existing prior to the Closing Date, including without limitation all Environmental Costs and Liabilities relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' liabilities in respect of Taxes except as expressly provided in Sections 1.5(d) and 1.5(e) (but solely to the extent such taxes appear in Schedule 1.5(e)(ii) hereof) and Section 12.11(b) hereof, (iii) ------------------- any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, (iv) any Indebtedness except for the Assumed Obligations, (v) except as otherwise provided in Section 6.5 hereof with respect to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employees, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, except to the extent same constitutes an Employee Amount, (vi) any obligation or liability arising as a result of or whose existence is a breach of Sellers' representations, warranties, agreements or covenants, (vii) any Excluded Assets, (viii) any Affiliate Obligations, (ix) any liability subject to compromise, except to the extent same constitutes an Assumed Obligation, and (x) rebates, allowances, deductions and/or price discrepancies relating in any manner to products sold in pursuit of the Business prior to the Closing Date (collectively, "Unassumed Liabilities"). Disclosure of any obligation or --------------------- liability on any schedule to this Agreement shall not create an Assumed Obl...
No Other Liabilities Assumed. Notwithstanding any provision in this Agreement, as a material consideration and inducement to the Purchaser to enter into this Agreement, the Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Purchaser will not assume or otherwise have any responsibility or liability for, any and all Liabilities of the Seller (whether now existing or hereafter arising) other than the Assumed Liabilities (the “Excluded Liabilities”).
No Other Liabilities Assumed. Other than the Assumed Liabilities, Buyer shall not assume or be deemed to have assumed or guaranteed, or otherwise be responsible for any liability, obligation or claim of any nature, whether direct or indirect, for any debt, obligations or liabilities of Seller or any of its Affiliates relating to the Purchased Assets or otherwise, without regard to whether such debt, obligation or liability is known, knowable, or unknown, matured or unmatured, liquidated or unliquidated, fixed or contingent, arising out of acts, omissions or occurrence prior to the Closing Date or any conditions existing prior to the Closing Date, even if such actions, omissions, or conditions continue thereafter, and regardless of whether or not such claims are listed on any Schedule hereto. Except as and to the extent otherwise expressly provided in this Agreement, Buyer has not agreed to pay, shall not be required to assume and shall not have any liability or obligation, direct or indirect, absolute or contingent, of Seller or any other Person, without regard to whether any such liability or obligation is listed on a Schedule hereto (the assumption of which by Buyer is not expressly provided for in, or contemplated by, this Agreement), including any litigation pending against the Purchased Assets or Seller or any of its Affiliates in connection with the Purchased Assets, any liability or obligation as guarantor, surety, co-signer, endorser, co-maker or indemnitor, any product or liability claims relating to products manufactured, sold or shipped, or services rendered, on or prior to the Closing Date. Without limiting the generality of the foregoing, Seller shall remain liable for the payment of all of its Liabilities, including any amounts owed with respect to the Pre-Closing Purchase Orders.
No Other Liabilities Assumed. As a material consideration and inducement to Buyer to enter into this Agreement, Seller will retain, and will be solely responsible for paying, performing and discharging when due, and Parent and Buyer will not assume or otherwise have or acquire any obligation, responsibility or liability for, any Excluded Liabilities. The term “Excluded Liabilities” means any and all Liabilities of Seller, whether now existing or hereafter arising, other than the Assumed Liabilities, including, by way of example and not by way of limitation:
No Other Liabilities Assumed. Anything in this Agreement to the contrary notwithstanding, neither Buyer nor any of its Affiliates shall assume or be liable for, and shall not be deemed to have assumed or have liability for, any debt, claim, obligation or other liability of Parent whatsoever other than as specifically set forth in Section 1.1(c).
No Other Liabilities Assumed. Purchaser shall not assume any liabilities of Seller, or any kind or description, known or unknown, disclosed or undisclosed, except for the liabilities described in this Agreement. Those liabilities and obligations of Seller assumed by Purchaser under this Agreement are referred to herein as the "Assumed Obligations" or "Assumed Liabilities".
No Other Liabilities Assumed. Other than the Real Property Leases and the Contracts identified on Schedule 1.1(a)(iv) of the Disclosure Letter which will be assumed by Buyer, and except as otherwise provided in this Agreement, Buyer will not assume or be liable for any liabilities or obligations of Seller, whether such obligations of Seller exist on the Closing Date, occur thereafter, arise as a result of or in connection with this Agreement, or otherwise. Without limiting the foregoing, (i) all accounts payable and general trade payables of Seller shall remain the sole and exclusive liability of Seller following Closing, and (ii) all liens, claims and encumbrances (other than personal property taxes) on the Purchased Assets shall be paid upon the Closing Date.
No Other Liabilities Assumed. Anything in this Agreement to the contrary notwithstanding, SLH shall not assume, or shall be deemed to have assumed, any debt, claim, obligation or other liability of Seafield or any of Seafield's subsidiaries or other affiliates whatsoever other than as specifically set forth in this Article III.
No Other Liabilities Assumed. Except for the Assumed Obligations, Buyer is not assuming any of Seller’s liabilities or obligations, whether known or unknown, contingent or realized.
No Other Liabilities Assumed. OMEGA and Xx. Xxxxx intend that OMEGA shall not assume or be obligated to pay, perform or discharge any of Xx. Xxxxx'x obligations other than the Assumed Liabilities specified in Section 2.4. Except for the Assumed Liabilities specified in Section 2.4, OMEGA and Xx. Xxxxx expressly agree OMEGA is acquiring the Assets free and clear of all liens, claims and encumbrances.
