Common use of No Successor Liability Clause in Contracts

No Successor Liability. Except where expressly prohibited under applicable law or otherwise expressly ordered by the Bankruptcy Court, 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 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 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 of the Sale, 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 of the Sale, except as provided in the Agreement, 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 105 to the Closing of the Sale. The Buyers acknowledge and agree that this Section 12.6 shall not in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreement.

No Successor Liability. Except where expressly prohibited The Parties intend that, to the fullest extent permitted by Law (including under applicable law or otherwise expressly ordered by Section 363(f) of the Bankruptcy CourtCode), upon the Closing, the Buyers Buyer shall not be deemed to to: (a) be the successor of the Filing Affiliatesor successor employer any Seller, including with respect to Environmental Liabilities; (b) have, de facto, facto or otherwise, merged with or into the Filing Affiliatesany Seller; (c) have any common law successor liability in relation to any Multiemployer Plan, including with respect to withdrawal liability or contribution obligations, (cd) be a mere continuation or substantial continuation of the Filing Affiliates or the enterprise(s) of the Filing Affiliates, any Seller; or (de) be liable for any acts or omissions of the Filing Affiliates any Seller in the conduct of the Business or arising under under, or related to to, the Purchased Assets Transferred Assets, other than as expressly 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 Liability or Lien (other than Assumed Liabilities) against the Filing Affiliates Debtors or any of their the Debtors’ 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 of the SaleDate, 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 Affiliates Sellers arising prior to the Closing of Date. The Parties agree that the Sale, except as provided provisions substantially in the Agreement, including, but not limited to, liabilities on account form of any taxes arising, accruing, or payable under, out of, this ‎Section 6.9 shall be reflected in connection with, or in any way relating to the operation of the Business prior 105 to the Closing of the Sale. The Buyers acknowledge and agree that this Section 12.6 shall not in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary AgreementSale Order.

No Successor Liability. Except where expressly prohibited under applicable law or otherwise expressly ordered by the Bankruptcy Courtlaw, upon the Closing, the Buyers shall not be deemed to 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 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 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 of the SaleDate, 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 of the Sale, except as provided in the AgreementDate, including, but not limited to, liabilities Liabilities on account of any taxes Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of the Business prior 105 to the Closing of the SaleDate, except as expressly provided in this Agreement. The Buyers acknowledge and agree that this Section 12.6 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 The Parties intend that, except where expressly prohibited under applicable law or otherwise expressly ordered by the Bankruptcy CourtLaw, upon the Closing, the Buyers Purchaser shall not be deemed to to: (ai) be the successor of the Filing AffiliatesSellers, (bii) have, de facto, or otherwise, merged with or into the Filing AffiliatesSellers, (ciii) be a mere continuation or substantial continuation of the Filing Affiliates Sellers or the enterprise(s) of the Filing AffiliatesSellers, or (div) be liable for any acts or omissions of the Filing Affiliates Sellers in the conduct of the Business any 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 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 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 of the SaleDate, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business Purchased Assets or any obligations Liabilities of the Filing Affiliates Sellers arising prior to the Closing of Date. The Parties agree that the Sale, except as provided provisions substantially in the Agreement, including, but not limited to, liabilities on account form 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 105 to the Closing of the Sale. The Buyers acknowledge and agree that this Section 12.6 8.10 shall not be reflected in any be deemed to expand or modify Sellers’ indemnification obligations under this Agreement or any Ancillary Agreementthe Sale Order.