Except for the Assumed Liabilities. Buyer assumes no other Liabilities of any kind or description including, without limitation, any obligations under or pursuant to the Heritage Agreement.
Except for the Assumed Liabilities. Sellers agree, jointly and severally, to retain or assume full liability and responsibility for satisfaction of all of Sellers' debts or liabilities of any kind, whether known or unknown, fixed or contingent, including any and all liability for trade payables and other accounts payable, federal, state or local taxes, employment taxes, tort or contract claims, and employee compensation, benefits or claims.
Except for the Assumed Liabilities. CACI and CASub are assuming no liabilities of GSI or any other person or entity in connection with this transaction. Without limiting the generality of the foregoing, GSI shall be solely responsible for payment of all amounts at any time owing by GSI with respect to the business, operations or property of GSI, both before and after the Closing, whether accrued or contingent, known or unknown, other than the Assumed Liabilities. CACI specifically assumes no liability for, and GSI specifically retains sole responsibility for, the following, regardless of when discovered or asserted:
Except for the Assumed Liabilities the Buyer shall not assume any other Liabilities of the Seller, whether due or to become due, absolute or contingent, direct or indirect (the "Liabilities Not Assumed"), including but not limited to the following:
Except for the Assumed Liabilities. Buyer is not assuming, and is not responsible for, any Liabilities of Seller, whether or not related to the Division ("Excluded Liabilities"), including without limitation, the following:
Except for the Assumed Liabilities and except as otherwise provided in this Agreement, Prometheus shall not assume or be liable for any Liabilities of Connetics whatsoever, including, without limitation, product liability, liability in tort (including unripened liabilities due to past actions or sales), indebtedness for money borrowed, tax liabilities, obligations to employees, and liabilities for trade promotions related to the Purchased Assets occurring prior to the Closing Date or to acts or omissions occurring prior to the Closing Date.
Except for the Assumed Liabilities. Buyer shall not assume and shall not be liable for any of the debts, obligations, responsibilities (including, but not limited to, Sellers' responsibility for any warranty or product liability claims (including claims for injury to person or property) relating to the Business and arising from products sold or work performed on or prior to the Closing Date), undertakings or liabilities, whether matured or unmatured, fixed or contingent, secured or unsecured, accrued, absolute or other of Sellers and all such liabilities will remain the responsibility of the Sellers and shall be retained, paid, performed and discharged by the Seller and the Sale Order shall so provide. The Assumed Liabilities shall not include any of Sellers' accrued expenses or other indebtedness or liabilities incurred, related to, or arising as a result of operations conducted, actions taken or events occurring on or prior to the Closing Date, including specifically, but without limitation, (i) federal, state and local income tax liabilities, including, without limitation, all tax liabilities associated with deferred income items and all franchise, gross receipts, property, sales, use or value added taxes or any interest, additions to tax or penalties thereon; (ii) bank and other short-term debt; (iii) intercompany current liabilities; (iv) all environmental liabilities and claims arising out of conditions existing or actions taken or not taken prior to the Closing Date, (v) all litigations, arbitrations and other third party claims and proceedings, (vi) all employee benefit liabilities and obligations (including specifically, but without limitation, post-retirement medical benefits, severance pay, bonuses, incentive pay and deferred compensation, and accrued vacation and WARN Act liability to the extent arising or accruing prior to the Closing Date), and (vii) all unknown, contingent and other liabilities and obligations not specifically assumed by Buyer pursuant to Section 1.03 above (collectively the "Retained Liabilities").
Except for the Assumed Liabilities and except as otherwise set forth in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise.
Except for the Assumed Liabilities. Seller agrees to pay or discharge when due any and all liabilities of Seller.
Except for the Assumed Liabilities it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and will not be liable for, any debt, liability or obligation of Seller or Shareholder, of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated under this Agreement and that Seller and/or Shareholder will remain liable and responsible for the payment or performance, as the case may be, of all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Seller and/or Shareholder including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicare, Medicaid and Blue Cross, all impositions of income tax and other taxes; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations, accrued vacation and sick pay not expressly assumed by Buyer pursuant to this paragraph, and other accrued employee benefits including rights of Seller's retirees to participate in Seller's medical plans.
