Common use of No Successor Liability Clause in Contracts

No Successor Liability. Except where expressly prohibited under applicable law , upon the Closing, the Buyers shall not be deemed to: (a) be the successor of the Filing Affiliates; (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; (c) be a mere continuation or substantial continuation of the Filing Affiliates or the enterprise(s) of the Filing Affiliates; or (d) be liable for any acts or omissions of the Filing Affiliates in the conduct of the Business or arising under or related to the Acquired Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Buyers shall not be liable for any Claims against the Filing Affiliates or any of their predecessors or affiliates, and the Buyers shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business or any obligations of the Filing Affiliates arising prior to the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and agree that this Section 14.6 shall not in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure set forth in Section 5 of the Revenue Procedure 2004-53.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by applicable Law (including under applicable law Section 363 of the Bankruptcy Code), upon the Closingclosing, the Buyers Purchaser shall not be deemed to: (a) be the successor of the Filing Affiliates; any Seller, (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; Sellers, (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing Affiliates; Sellers or (d) be liable or have any Liability for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business their businesses or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Buyers Parties intend that Purchaser shall not be liable have no Liability for any Claims Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against the Filing Affiliates Sellers or any of their Sellers predecessors or affiliatesAffiliates, and the Buyers Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing DateDate or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business businesses of Sellers, the Acquired Assets or any obligations Liability of the Filing Affiliates Sellers arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that this Section 14.6 the Sale Order shall not contain provisions substantially in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure form set forth in this Section 5 of the Revenue Procedure 2004-536.15.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by applicable Law (including under applicable law Section 363 of the Bankruptcy Code), upon the Closing, the Buyers Buyer shall not be deemed to: (a) be the successor of the Filing Affiliates; any Seller, (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; Sellers, (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing Affiliates; Sellers or (d) be liable or have any Liability for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business their businesses or arising under or related to the Acquired Purchased Assets other than the Assumed Liabilities and Permitted Encumbrances or as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Buyers Parties intend that Buyer shall not be liable have no Liability for any Claims Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Purchased Assets) against the Filing Affiliates Sellers or any of their Sellers’ predecessors or affiliatesAffiliates, and the Buyers Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing DateDate or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business businesses of Sellers, the Purchased Assets or any obligations Liability of the Filing Affiliates Sellers arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that this Section 14.6 the Sale Order shall not contain provisions substantially in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure form set forth in this Section 5 of the Revenue Procedure 2004-537.11.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by applicable Law (including under applicable law Section 363 of the Bankruptcy Code), upon the Closing, the Buyers Buyer shall not be deemed to: (a) be the successor of the Filing Affiliates; any Seller, (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; Sellers, (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing Affiliates; Sellers or (d) be liable or have any Liability for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business their businesses or arising under or related to the Acquired Purchased Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Buyers Parties intend that Buyer shall not be liable have no Liability for any Claims Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Purchased Assets) against the Filing Affiliates Sellers or any of their Sellers predecessors or affiliatesAffiliates, and the Buyers Buyer shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing DateDate or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business businesses of Sellers, the Purchased Assets or any obligations Liability of the Filing Affiliates Sellers arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that this Section 14.6 the Sale Order shall not contain provisions substantially in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure form set forth in this Section 5 of the Revenue Procedure 2004-537.11.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by applicable Law (including under applicable law Section 36 of the Bankruptcy Code), upon the Closingclosing, the Buyers Purchaser shall not be deemed to: (a) be the successor of the Filing Affiliates; any Seller, (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; Sellers, (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing Affiliates; Sellers or (d) be liable or have any Liability for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business their businesses or arising under or related to the Acquired Assets other than as expressly set forth and agreed in this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, the Buyers Parties intend that Purchaser shall not be liable have no Liability for any Claims Encumbrance (other than the Assumed Liabilities and Permitted Encumbrances on the Acquired Assets) against the Filing Affiliates Sellers or any of their Sellers predecessors or affiliatesAffiliates, and the Buyers Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing DateDate or in connection with the transactions contemplated to occur on the Closing, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business businesses of Sellers, the Acquired Assets or any obligations Liability of the Filing Affiliates Sellers arising prior to, or relating to any period occurring prior to, the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that this Section 14.6 the Sale Order shall not contain provisions substantially in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure form set forth in this Section 5 of the Revenue Procedure 2004-536.13.

No Successor Liability. Except The Parties intend that, except where expressly prohibited under applicable law Law, upon the Closing, the Buyers Purchaser shall not be deemed to: (ai) be the successor of the Filing Affiliates; Seller, (bii) have, de facto, or otherwise, merged with or into the Filing Affiliates; Seller, (ciii) be a mere continuation or substantial continuation of the Filing Affiliates Seller or the enterprise(s) of the Filing Affiliates; Seller, or (div) be liable for any acts or omissions of the Filing Affiliates Seller in the conduct of the Business or arising under or related to the Acquired Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Buyers Parties intend that Purchaser shall not be liable for any Claims obligations, interests, Claims, Liabilities or Encumbrances (other than Assumed Liabilities and Permitted Encumbrances) against the Filing Affiliates Seller or any of their Seller’s predecessors or affiliatesAffiliates, and the Buyers Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business Business, the Purchased Assets or any obligations Liabilities of the Filing Affiliates Seller arising prior to the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that the provisions substantially in the form of this Section 14.6 8.13 shall not be reflected in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure set forth in Section 5 of the Revenue Procedure 2004-53Sale Order.

No Successor Liability. Except where expressly prohibited under applicable law The Parties intend that, except as included in the Assumed Liabilities, upon the Closing, the Buyers Buyer shall not be deemed to: (a) be the successor of or successor employer (as described under COBRA and applicable regulations thereunder) to Sellers, including with respect to any Collective Bargaining Agreements and any Benefit Plans (except for Buyer Benefit Plans), under the Filing AffiliatesCoal Act, and any common law successor liability in relation to the UMWA 1974 Pension Plan, including with respect to withdrawal liability; (b) have, de facto, or otherwise, merged with or into the Filing AffiliatesSellers; (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing AffiliatesSellers; or (d) be liable for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business or arising under or related to the Acquired Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Buyers Parties intend that Buyer shall not be liable for any Claims Encumbrances (other than Assumed Liabilities and Permitted Encumbrances) against the Filing Affiliates any Seller or any of their its predecessors or affiliatesAffiliates, and the Buyers shall that Buyer have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, Date or whether fixed or contingent, existing or hereafter arising, with respect to the Business Business, the Acquired Assets or any obligations Liabilities of the Filing Affiliates any Seller arising prior to the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that the provisions substantially in the form of this Section 14.6 8.9 shall not be reflected in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure set forth in Section 5 of the Revenue Procedure 2004-53Sale Order.

No Successor Liability. Except where expressly prohibited under applicable law The parties intend that, except as included in the Assumed Obligations, upon the Closing, the Buyers Purchaser shall not be deemed to: (a) be the successor of the Filing Affiliatesor successor employer to Sellers, including with respect to COBRA, any Collective Bargaining Agreements, any Benefit Plans (including with respect to any withdrawal Liability) and any common law successor Liability; (b) have, de facto, or otherwise, merged with or into the Filing AffiliatesSellers; (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing AffiliatesSellers; or (d) be liable for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business or arising under or related to the Acquired Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Buyers parties intend that Purchaser shall not be liable for any Claims Liens (other than Assumed Obligations and Permitted Liens) against the Filing Affiliates any Seller or any of their its predecessors or affiliatesAffiliates, and the Buyers shall that Purchaser have no successor or vicarious liability Liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, Date or whether fixed or contingent, existing or hereafter arising, with respect to the Business Business, the Acquired Assets or any obligations Liabilities of the Filing Affiliates any Seller arising prior to the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and parties agree that the provisions substantially in the form of this Section 14.6 6.6 shall not be reflected in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure set forth in Section 5 of the Revenue Procedure 2004-53Sale Order.

No Successor Liability. Except The Parties intend that, except where expressly prohibited under applicable law Law, upon the Closing, the Buyers Purchaser shall not be deemed to: (a) be the successor of the Filing Affiliates; Sellers as it is not acquiring Sellers’ equity or all of Sellers’ assets, (b) have, de facto, or otherwise, merged with or into the Filing Affiliates; Sellers, (c) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing Affiliates; Sellers, or (d) be liable for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business or arising under or related to Sellers’ use or ownership of the Acquired Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Buyers Parties intend that Purchaser shall not be liable for any Claims Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) against the Filing Affiliates Sellers or any of their Sellers’ predecessors or affiliates, and the Buyers Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business Business, the Purchased Assets or any obligations liabilities of the Filing Affiliates Sellers arising prior to the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that provisions substantially in the form of this Section 14.6 9.10 shall not be reflected in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure set forth in Section 5 of the Revenue Procedure 2004-53Sale Order.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by Law (including under applicable law Section 363(f) of the Bankruptcy Code), upon the Closing, the Buyers . Buyer shall not be deemed to: (a) be the successor of any Seller or any of its Affiliates (including with respect to any Withdrawal Liability or contribution obligations, whether arising prior to, on or after, the Filing Affiliates; Closing Date, or with respect to the assumption of contribution history associated with any Multiemployer Plan), (b) have, de facto, facto or otherwise, merged with or into the Filing any Seller or any of its Affiliates; , (c) be a mere continuation or substantial continuation of the Filing Affiliates any Seller or the enterprise(s) any of the Filing its Affiliates; , or (d) be liable for any acts or omissions of the Filing Sellers or any of their Affiliates in the conduct of the Business or arising under under, or related to to, the Acquired Transferred Assets or the Business, other than as expressly set forth in this AgreementSection 2.02(e). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Buyers Parties intend that Buyer shall not be liable for any Claims Liability or Lien (other than Assumed Liabilities) against the Filing Affiliates Sellers or any of their Sellers’ predecessors or affiliatesAffiliates, and the Buyers Buyer shall have no successor or vicarious liability Liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business Business, the Transferred Assets or any obligations Liabilities of the Filing Sellers or any of their Affiliates arising prior to the Closing Date, including, but not limited to, Liabilities on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior to the Closing Date, except as expressly provided in this Agreement. The Buyers acknowledge and Parties agree that the provisions substantially in the form of this Section 14.6 6.11 shall not be reflected in any be deemed the Sale Order with respect to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement. Nothing in this provision shall preclude the application of the Alternate Procedure set forth in Section 5 of the Revenue Procedure 2004-53.