Common use of No Successor Liability Clause in Contracts

No Successor Liability. The Parties intend that upon the Closing, each of Buyer and its Affiliates shall not and shall not be deemed to: (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to Sellers, including a “successor employer” for the purposes of the IRC, ERISA, or other applicable Laws; (b) have any responsibility or liability for any obligations of Sellers, or any affiliate of Sellers, based on any theory of successor or similar theories of liability; (c) have, de facto or otherwise, merged with or into any of Sellers; (d) be an alter ego or a mere continuation or substantial continuation of any of Sellers (and there is no continuity of enterprise between Buyer and any Seller), including within the meaning of any foreign, federal, state, or local revenue, pension, ERISA, tax, labor, employment, environmental, or other law, rule or regulation (including filing requirements under any such Laws, rules, or regulations), or under any products liability law or doctrine with respect to Sellers’ liability under such law, rule or regulation or doctrine; or (e) be holding itself out to the public as a continuation of any of Sellers or Sellers’ respective estates.

No Successor Liability. The Parties intend that upon the Closing, each of Buyer and its Affiliates shall not and shall not be deemed to: (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to Sellers, including a “successor employer” for the purposes of the IRC, ERISA, or other applicable Laws; (b) have any responsibility or liability for any obligations of Sellers, or any affiliate of Sellers, based on any theory of successor or similar theories of liability; (c) have, de facto or otherwise, merged with or into any of Sellers; (d) be an alter ego or a mere continuation or substantial continuation of any of Sellers (and there is no continuity of enterprise between Buyer and any Seller), including within the meaning of any foreign, federal, state, or local revenue, pension, ERISA, tax, labor, employment, environmental, or other law, rule or regulation (including filing requirements under any such Laws, rules, or regulations), or under any products liability law or doctrine with respect to Sellers’ liability under such law, rule or regulation or doctrine; or (e) be holding itself out to the public as a continuation of any of Sellers or Sellers’ respective estates.

No Successor Liability. The Parties intend that upon the Closing, each of Buyer and its subsidiaries and Affiliates shall not and shall not be deemed to: (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to SellersSeller, including including, a “successor employer” for the purposes of the IRC, ERISAthe Employee Retirement Income Security Act of 1974, or other applicable Laws; (b) have any responsibility or liability Liability for any obligations of SellersSeller, or any affiliate Affiliate of Sellers, Seller based on any theory of successor or similar theories of liabilityLiability; (c) have, de facto or otherwise, merged with or into any of SellersSeller; (d) be an alter ego or a mere continuation or substantial continuation of any of Sellers Seller (and there is no continuity of enterprise between Buyer and any Seller), including including, within the meaning of any foreign, federal, state, state or local revenue, pension, ERISA, tax, labor, employment, environmental, or other lawLaw, rule or regulation (including filing requirements under any such Laws, rules, rules or regulations), or under any products liability law Law or doctrine with respect to Sellers’ liability Seller’s Liability under such lawLaw, rule or regulation or doctrine; or (e) be holding itself out to the public as a continuation of any of Sellers Seller or Sellers’ respective estatesits receivership estate.

No Successor Liability. The Parties intend that upon the Closing, each of Closing the Buyer and its their respective Affiliates shall not and shall not be deemed to: (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to Sellers, including including, a “successor employer” for the purposes of the IRC, ERISAthe Employee Retirement Income Security Act of 1974, or other applicable Laws; (b) have any responsibility or liability Liability for any obligations of Sellers, or any affiliate of Sellers, Sellers based on any theory of successor or similar theories of liabilityLiability; (c) have, de facto or otherwise, merged with or into any of Sellers; (d) be an alter ego or a mere continuation or substantial continuation of any of Sellers (and there is no continuity of enterprise between the Buyer and any SellerSellers), including including, within the meaning of any foreign, federal, state, state or local revenue, pension, ERISA, tax, labor, employment, environmental, or other lawLaw, rule or regulation (including filing requirements under any such Laws, rules, rules or regulations), or under any products liability law Law or doctrine with respect to Sellers’ liability Liability under such lawLaw, rule or regulation or doctrine; or (e) be holding itself out to the public as a continuation of any of Sellers or Sellers’ their respective estates.

No Successor Liability. The Parties intend that upon the Closing, each of Buyer and its Affiliates shall not and shall not be deemed to: (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor, to Sellersany Seller, including including, a “successor employer” for the purposes of the IRC, ERISA, ERISA or other applicable Laws; (b) have any responsibility or liability Liability for any obligations of Sellersany Seller, or any affiliate Affiliate of Sellers, any Seller based on any theory of successor or similar theories of liabilityLiability; (c) have, de facto or otherwise, merged with or into any of SellersSeller; (d) be an alter ego or a mere continuation or substantial continuation of any of Sellers Seller (and there is no continuity of enterprise between Buyer and any Seller), including including, within the meaning of any foreign, federal, state, state or local revenue, pension, ERISA, taxTax, COBRA, labor, employment, environmental, or other lawLaw, rule or regulation (including filing requirements under any such Laws, rules, rules or regulations), or under any products liability law Law or doctrine with respect to Sellers’ liability any Seller’s Liability under such lawLaw, rule or regulation or doctrine; or (e) be holding itself out to the public as a continuation of any of Sellers Seller or Sellers’ respective estatesits estate.