Common use of No Successor Liability Clause in Contracts

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser shall not be deemed to: (i) be the successor of Seller, (ii) have, de facto, or otherwise, merged with or into Seller, (iii) be a mere continuation or substantial continuation of Seller or the enterprise(s) of Seller, or (iv) be liable for any acts or omissions of Seller in the conduct of the Business or arising under or related to the 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 Parties intend that Purchaser shall not be liable for any Claim or Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) against Seller or any of Seller’s predecessors or Affiliates, and 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, the Purchased Assets or any Liabilities of Seller arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser shall not be deemed to: (i) be the successor of SellerSellers, (ii) have, de facto, or otherwise, merged with or into SellerSellers, (iii) be a mere continuation or substantial continuation of Seller Sellers or the enterprise(s) of SellerSellers, or (iv) be liable for any acts or omissions of Seller Sellers in the conduct of the Business or arising under or related to the 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 Parties intend that Purchaser shall not be liable for any Claim obligation, interest, Claim, Liabilities or Encumbrance Encumbrances (other than Assumed Liabilities and Permitted Encumbrances) against Seller Sellers or any of Seller’s Sellers’ predecessors or Affiliates, and 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, the Purchased Assets or any Liabilities of Seller Sellers arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties parties intend that, except where expressly prohibited under applicable Law, upon the Closing, Purchaser Buyer shall not be deemed to: (ia) be the successor of Selleror successor employer to Sellers for any purpose or under any theory, including as described under COBRA and applicable regulations thereunder, including with respect to any Collective Bargaining Agreement and any Employee Benefit Plans; (iib) have, de facto, facto or otherwise, merged with or into Seller, Sellers; (iiic) be a mere continuation or substantial continuation of Seller or Sellers, the enterprise(s) of SellerBusiness, or Sellers’ enterprise(s); or (ivd) be liable for any acts or omissions of Seller Sellers in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreementor the Assumed Liabilities. Without limiting the generality of the foregoing, and except as otherwise provided in this AgreementAgreement and/or the Sale Approval Order, the Parties parties intend that Purchaser Buyer shall not be liable for any Claim or Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) Adverse Interests against any Seller or any of Seller’s predecessors or its Affiliates, and Purchaser that Buyer 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, Date or whether fixed or contingent, existing or hereafter arising, with respect to the Business, the Purchased Assets or any Liabilities of any Seller arising on or prior to the Closing Date. The Parties parties agree that the provisions substantially in the form of a provision to effectuate this Section 8.13 9.4.4 shall be reflected in the Sale Approval Order.

No Successor Liability. The Parties intend that, except where expressly prohibited under applicable LawLegal Requirement, upon the Closing, Purchaser Buyer shall not be deemed to: (i) be the successor of Seller, including with respect to any employee benefit plan, policy, program, agreement or arrangement, (ii) have, de facto, or otherwise, merged with or into Seller, (iii) be a mere continuation or substantial continuation of Seller or the enterprise(s) of Seller, or (iv) be liable for any acts or omissions of Seller in the conduct of the Business business of Seller or arising under or related to the Purchased 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 Parties intend that Purchaser Buyer shall not be liable for any Claim or Encumbrance Encumbrances (other than Assumed Liabilities and Permitted EncumbrancesLiabilities) against Seller or any of Seller’s predecessors or Affiliates, and Purchaser Buyer 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 Businessbusiness of Seller, the Purchased Acquired Assets or any Liabilities of Seller arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 shall be reflected in the Sale Order.

No Successor Liability. The Parties parties hereto intend that, except where expressly prohibited under applicable LawLaw (including under Section 363 of the Bankruptcy Code), upon the Closing, Purchaser the Buyers shall not be deemed to: (i) be the successor of any Seller, (ii) have, de facto, or otherwise, merged with or into any Seller, (iii) be a mere continuation or substantial continuation of any Seller or the enterprise(s) of any Seller, or (iv) be liable for any acts or omissions of any Seller in the conduct of the Business or arising under or related to the 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 Parties parties hereto intend that Purchaser Buyers shall not be liable for any Claim or Encumbrance Lien (other than Assumed Liabilities and Permitted EncumbrancesLiens) against any Seller or any of such Seller’s 's predecessors or Affiliates, and Purchaser 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, the Purchased Assets or any Liabilities of any Seller arising prior to the Closing Date. The Parties agree that the provisions substantially in the form of this Section 8.13 section shall be reflected in the Sale Order.