Liabilities of Sellers. Notwithstanding any other provision in this Agreement to the contrary, none of the MPT Parties shall assume or agree to pay, satisfy, discharge or perform, or shall be deemed by virtue of the execution and delivery of this Agreement, the other Transaction Documents, or any other document (including Transaction Documents) delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the Transactions contemplated by this Agreement, the other Transaction Documents or such other document, to have assumed, or to have agreed to pay, satisfy, discharge or perform, or shall be liable for, any liability, obligation, contract, or Indebtedness of any of the IASIS Parties or any other Person, whether primary or secondary, direct or indirect, relating to the ownership, use or operation of any of the Owned Real Property, the Acquired Assets, or the Facilities prior to the Closing, any liability or obligation arising out of or related to any breach, default, tort or similar act committed by any of the IASIS Parties or any of their Affiliates relating to the ownership, use or operation of the Owned Real Property, the Acquired Assets, or the Facilities prior to the Closing, or for any failure of the IASIS Parties or any of their Affiliates to perform any covenant or obligation for or during any period prior to the Closing, and any liability arising out of the ownership, use or operation of the Owned Real Property, the Acquired Assets, and the Facilities by the IASIS Parties or any other Person prior to the Closing (collectively, the “Excluded Liabilities”). The terms of this Section 1.5 shall survive the Closing.
Liabilities of Sellers. As of the Closing Date, Purchaser shall assume and agree to pay, perform and otherwise discharge all obligations of Sellers with respect to the following:
Liabilities of Sellers. The Sellers have no liabilities, contingent or otherwise, including, without limitation, liabilities for state or Federal income, withholding, sales, or other taxes, except to the extent reflected, reserved against, or provided for, in the Sellers' Most Recent Balance Sheet, except for taxes, trade payables and other obligations incurred after the date of the Sellers' Most Recent Balance Sheet in amounts consistent in all material respects, with those incurred in prior periods in the ordinary course of business, including without limitation liabilities for unearned tuition.
Liabilities of Sellers. Neither Seller has any liabilities, contingent or otherwise, including, without limitation, liabilities for state or Federal income, withholding, sales, or other taxes, except to the extent reflected, reserved against, or provided for, in each of the Sellers' Most Recent Balance Sheets, except for taxes, trade payables and other obligations incurred after the date of each of the Sellers' Most Recent Balance Sheets in amounts consistent in all material respects, with those incurred in prior periods in the ordinary course of business, including without limitation liabilities for unearned tuition, and the Potential Title IV Notification Liability.
Liabilities of Sellers. Buyer is neither purchasing nor ----------------------- assuming any liabilities of Sellers, except as specifically set forth herein. Specifically, Buyer is not liable nor will it become liable in the future, for any liability, debt, tax (property tax, sales tax or withholding tax), accounts payable, surcharges, levies, encumbrances or the like, lawsuits and claims owed, incurred or accrued by Sellers prior to the closing date of this Agreement. In the event Buyer receives food or other inventory as a result of the closing of this Agreement, Buyer shall not assume any trade indebtedness of Seller pertaining thereto. Buyer is not, and shall not be construed as, a "successor" to any Seller in any respect.
Liabilities of Sellers. Attached hereto as Schedule 2.13 is a list of certain of the liabilities of Sellers, which Buyer has agreed to assume subject to the provisions of this Agreement, setting forth the name, address and amount due of each such creditor and whether any financing statements, or other publicly recorded notice of indebtedness is on file with respect thereto (the "Assumed Liabilities"). All liabilities listed on Schedule 2.13: (i) relate to the purchase of goods or services made in the ordinary course of business; (ii) include all liabilities reflected on the Balance Sheet or (iii) are otherwise liabilities incurred in the ordinary course of business.
Liabilities of Sellers. (a) Buyer shall assume Sellers' obligations to service the Customers from and after the Closing. Further, Buyer will assume Sellers' obligations under the Leases and Circuits listed on the attached Schedules 3 and 4 from and after the Closing. See section (c) below.
Liabilities of Sellers. 16 2.4 Conduct of the Business Prior to Closing Date......................................................16 2.5
Liabilities of Sellers. (a) Notwithstanding anything herein to the contrary, Buyer shall assume only the Assumed Liabilities and shall not in any event assume or otherwise become liable for or with respect to any other Liability of Sellers, their respective current or former Affiliates or any other person or entity, whether arising before or after the Closing, disclosed or undisclosed, known or unknown, absolute, contingent or otherwise and whether due or to become due (including, but not limited to, any Retained Liability).
Liabilities of Sellers. Purchaser shall assume only (i) those current liabilities of Sellers set forth on Schedule 3.03 and those current liabilities of the same character which arise in the ordinary course of the Business between February 28, 1998 and the Closing and (ii) those liabilities of ATS arising after the Closing Date under leases and contracts referenced on Schedule 3.03 and under contracts entered into in the ordinary course of the Business between the time of execution of this Agreement and the Closing (collectively the "Assumed Liabilities"). Purchaser shall not assume or agree to pay any liability or obligation of the Sellers of any nature whatsoever that (i) is not expressly set forth on Schedule 3.03, (ii) is not a current liability which is of the same character as those set forth on Schedule 3.03 and which arises in the ordinary course of the Business between February 28, 1998 and the Closing, or (iii) is not a lease or contact assumed pursuant to Sections 5.01 or 5.02 or a contract entered into in the ordinary course of the Business between the time of execution of this Agreement and the Closing. Except as expressly provided in this Agreement, the Purchaser does not hereby and shall not assume, or in any way undertake to pay, perform, satisfy or discharge any other liabilities, obligations, agreements or commitments of the Sellers or relating to the operations of the Business, whether due or to become due, whether accrued, absolute, contingent, known or unknown, disclosed or undisclosed in this Agreement (including the Schedules hereto) or otherwise, existing on the Closing Date or arising out of any transactions entered into, or any state of facts existing prior to the Closing Date (collectively, the "Retained Liabilities"). The Sellers shall pay and satisfy when due all Retained Liabilities and shall indemnify, defend and hold the Purchaser harmless from and against any loss, liability, damage or expense (including reasonable attorneys' fees) arising out of any failure by the Sellers to pay, perform or discharge when due any Retained Liabilities. The Retained Liabilities shall include the following liabilities of Sellers:
