Other Liabilities Not Assumed. Anything in Section 2.6 to the contrary notwithstanding, none of Buyer, XII or XSL shall assume or be responsible for any liabilities or obligations of Seller or Subsidiary other than the Assumed Liabilities, including the following (collectively, the "Retained Liabilities"):
Other Liabilities Not Assumed. Buyer shall not assume any liabilities of Seller not stated in Paragraph 1.2 and that are not listed on the Schedule of Assumed Liabilities. Without limiting the generality of the foregoing, and except as otherwise provided on the Schedule of Assumed Liabilities, the Assumed Liabilities will not include, and Buyer shall not assume under this Agreement, any of the, following Seller's obligations and liabilities:
Other Liabilities Not Assumed. Neither AMT nor Purchaser shall assume any liabilities of Seller which are not described in Section 1.2 or set forth on the Disclosure Schedule and, with respect to each Assumed Liability, neither AMT nor Purchaser shall assume or be under any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date, of such liability or obligation stated on such schedule. Without limiting the generality of the foregoing and except as otherwise provided on the Disclosure Schedule or in Section 1.2 hereof, the Assumed Liabilities will not include, and neither AMT nor Purchaser shall assume under this Agreement, any of the following obligations or liabilities of Seller:
Other Liabilities Not Assumed. Purchaser shall not assume any liabilities of Seller that are not listed on the Schedule of Assumed Liabilities, and, with respect to each Assumed Liability listed on the Schedule of Assumed Liabilities, Purchaser does not assume and shall not have or be under any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date, of such liability or obligation stated on such schedule. Without limiting the generality of the foregoing and except as otherwise provided on the Schedule of Assumed Liabilities, the Assumed Liabilities will not include, and Purchaser shall not assume under this Agreement, any of the following obligations or liabilities of Seller:
Other Liabilities Not Assumed. Buyer shall not assume any liabilities of Seller that are not listed on or described in Schedule 1.3, and with respect to the Assumed Liabilities listed on Schedule 1.3, Buyer does not assume and shall not have or be under any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date of such liability or obligation stated on such schedule; provided, however, that Buyer shall be responsible for the increase of, or addition to, any liability or obligation to the extent that such increase or addition is caused by the actions or inaction of Buyer subsequent to the Closing. Without limiting the generality of the foregoing and except as otherwise provided on the Schedule 1.3, the Assumed Liabilities will not include, and Buyer shall not assume under this Agreement, any of the following obligations or liabilities of Seller:
Other Liabilities Not Assumed. The Purchaser shall not assume and the Assumed Liabilities shall in no event include, without limitation: (i) any liabilities or obligations to any materialman, supplier, contractor or subcontractor with respect to Completed Jobs that are not included in Payables; (ii) any liabilities or obligation with respect to: (x) income Taxes of the Seller, including income Taxes attributable to the transfer of the Purchased Assets to the Purchaser pursuant to this Agreement; (y) other Taxes of the Seller, to the extent accrued on or prior to the Closing Date; and (z) Taxes of any other Person for which the Seller may be liable by contract or otherwise, (iii) any liability of any kind due to illegal or tortious conduct prior to the Closing Date by the Seller, or the Seller’s officers, directors or employees, whether to employees or third parties, (iv) any liability for violation of any Environmental Law in connection with the conduct of the Business occurring before the Closing Date, or any transportation or disposal, or arrangement for transportation or disposal of Regulated Substances by the Seller, occurring before the Closing Date, (v) any liability arising out of any Seller General Liabilities, (vi) any liability outlined in Section 4.4 , (vii) any liability or obligation of the Seller related to or arising out of the Dallas Branch and the Sacramento Branch, including any contract, lease or order that is not included in Payables, (viii) any other liability of the Seller not expressly assumed by the Purchaser pursuant to this Agreement, (ix) any liability due to an Affiliate of the Seller, (x) Unpaid Payables, and (xi) any liabilities or payables related to any Excluded Assets, not included in Payables for which there was a deduction in the Purchase Price. All the liabilities and obligations of the Seller other than the Assumed Liabilities are hereinafter referred to as the “Excluded Liabilities.”
Other Liabilities Not Assumed. .... 5 Section 1.6. Allowance for Obsolete and Excess Inventory.............................. 6 Section 1.7. Allocation of Consideration.............................................. 6 Section 1.8. Nonassignable Contracts.................................................. 6
Other Liabilities Not Assumed. Except for the Assumed Liabilities, Buyer does not and shall not be deemed to assume any other liabilities or obligations of Seller in connection with the Transactions. All liabilities and obligations of Seller other than the Assumed Liabilities are referred to herein as the “Excluded Liabilities”. The Excluded Liabilities will include, without limitation, the following (but, for avoidance of doubt, will not include any Assumed Liabilities):
Other Liabilities Not Assumed. STS shall not assume any liabilities of Kosti that are not listed on the Schedule 2 and, with respect to each Assumed Liability listed on the Schedule 2, STS does not assume and shall not have or be under any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date, of such liability or obligation stated on such schedule.
Other Liabilities Not Assumed. PPIN shall not assume any liabilities of XXXX or PPPIC that are not listed on the Schedule 2 and, with respect to each Assumed Liability listed on the Schedule 2, PPIN does not assume and shall not have or be under any liability or obligation over and above any amount, or after the occurrence of any limitation or expiration date, of such liability or obligation stated on such schedule.
