No Other Liabilities Assumed. Each Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement and under any Contract or Lease, Purchaser will not assume any obligation of any Seller, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any debt, Claim, obligation or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the ...
No Other Liabilities Assumed. Notwithstanding any provision in this Agreement, as a material consideration and inducement to the Purchaser to enter into this Agreement, the Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Purchaser will not assume or otherwise have any responsibility or liability for, any and all Liabilities of the Seller (whether now existing or hereafter arising) other than the Assumed Liabilities (the “Excluded Liabilities”).
No Other Liabilities Assumed. Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement, Buyer will not assume any obligation of Seller, other than the Assumed Liabilities. In furtherance and not in limitation of the foregoing, neither Buyer nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any debt, Claim, obligation or other Liability of Seller whatsoever, including, but not limited to the following (collectively, the "Unassumed Liabilities"):
No Other Liabilities Assumed. As a material consideration and inducement to Buyer to enter into this Agreement, Seller will retain, and will be solely responsible for paying, performing and discharging when due, and Parent and Buyer will not assume or otherwise have or acquire any obligation, responsibility or liability for, any Excluded Liabilities. The term “Excluded Liabilities” means any and all Liabilities of Seller, whether now existing or hereafter arising, other than the Assumed Liabilities, including, by way of example and not by way of limitation:
No Other Liabilities Assumed. Anything in this Agreement to the contrary notwithstanding, except as specifically set forth in Section 2.4, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any debt, claim, obligation or other liability of Seller or any of its Affiliates whatsoever.
No Other Liabilities Assumed. Purchaser shall not assume any liabilities of Seller, of any kind or description, known or unknown, disclosed or undisclosed, except for the liabilities described in this Agreement. Those liabilities and obligations of Seller assumed by Purchaser under this Agreement are referred to herein as the “Assumed Obligations” or “Assumed Liabilities”.
No Other Liabilities Assumed. (a) No Purchaser shall be the successor to any or all of the Sellers and each Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement, no Purchaser will assume, nor in any way be liable or responsible for, any liability or obligation of any Seller (including Liabilities relating to the pre-petition or post-petition operation of the Business, the Excluded Assets or the Acquired Assets (and the use thereof)), whether relating to or arising out of the Business, the Excluded Assets or the Acquired Assets or otherwise, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, in each case other than the Assumed Obligations, including any Indebtedness, Employee Benefit Plan, Collective Bargaining Agreement or other obligation of any Seller or any predecessor or Affiliate of any Seller whatsoever or any ERISA Affiliate other than the Assumed Obligations (any such obligations, the “Excluded Liabilities”); provided, that, in furtherance and not in limitation of the foregoing, the Assumed Obligations are subject to, and Purchasers are expressly not assuming any of the following Liabilities, whether accrued or fixed, absolute or contingent, known or unknown, determined or determinable, and whenever or wherever arising, including, the following:
No Other Liabilities Assumed. Anything in this Agreement to the contrary notwithstanding, SLH shall not assume, or shall be deemed to have assumed, any debt, claim, obligation or other liability of Seafield or any of Seafield's subsidiaries or other affiliates whatsoever other than as specifically set forth in this Article III.
No Other Liabilities Assumed. Other than the Real Property Leases and the Contracts identified on Schedule 1.1(a)(iv) of the Disclosure Letter which will be assumed by Buyer, and except as otherwise provided in this Agreement, Buyer will not assume or be liable for any liabilities or obligations of Seller, whether such obligations of Seller exist on the Closing Date, occur thereafter, arise as a result of or in connection with this Agreement, or otherwise. Without limiting the foregoing, (i) all accounts payable and general trade payables of Seller shall remain the sole and exclusive liability of Seller following Closing, and (ii) all liens, claims and encumbrances (other than personal property taxes) on the Purchased Assets shall be paid upon the Closing Date.
No Other Liabilities Assumed. Except for the Assumed Obligations, Buyer is not assuming any of Seller’s liabilities or obligations, whether known or unknown, contingent or realized.
