Obligations Not Assumed. Notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, the foregoing sale, assignment, transfer and conveyance set forth in Section 2.01(b) does not constitute, and is not intended to result in, the creation or an assumption by the Administrative Agent, any Group Agent or any Purchaser of any obligation or liability of the Seller, any Originator, the Servicer, or any other Person under or in connection with all, or any portion of, any Sold Assets, all of which shall remain the obligations and liabilities of the Seller, the Originators, the Servicer and such other Persons, as applicable.
Obligations Not Assumed. The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Administrator, any Purchaser Agent or any Purchaser, of any obligation of the Seller, any Originator or any other Person under or in connection with the Receivables or any other Related Security, all of which shall remain the obligations and liabilities of the Seller, the Originator and/or such other Person, as applicable.
Obligations Not Assumed. The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Agent, the Managing Agents or any Investor, of any obligation of the SPV, any Originator, or any other Person under or in connection with the Receivables or any other Affected Asset, all of which shall remain the obligations and liabilities of the SPV and/or the Originators, as applicable.
Obligations Not Assumed. Other than as specifically stated above, Assignee is not assuming any liabilities or obligations of the Assignor (whether fixed or contingent, known or unknown, matured or unmatured). To the extent there is a conflict between the terms and provisions of this Assignment and Assumption Agreement and the Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall prevail. * * * *
Obligations Not Assumed. Except for the Assumed Liabilities ----------------------- (which shall not include any obligation or Liability (as defined in ARTICLE 7) arising from any default, breach, misfeasance, malfeasance or nonfeasance by Sellers), Purchaser shall not assume any Liability of either Seller of any kind, and each Seller shall pay, satisfy and perform all of its respective Liabilities when lawfully due (other than the Assumed Liabilities), which may affect in any way the Transferred Assets or Purchaser's ownership or operation thereof after the Closing (as defined in SECTION 1.8) (collectively, the "EXCLUDED LIABILITIES"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Purchaser be deemed to assume any Liability of either Seller arising out of or relating to: (a) any actual or alleged tortious conduct of such Seller or any of its employees or agents (other than post-Closing conduct by Purchaser's employees, including former employees of Sellers); (b) any product liability claim arising out of a product sold by either Seller prior to the Closing; (c) any claim for breach of warranty or contract by such Seller; (d) any claim predicated on strict liability or any similar legal theory based on acts, omissions, events or circumstances prior to the Closing; (e) any actual or alleged violation of any Law (as defined in ARTICLE 7) occurring prior to the Closing; (f) any business or business activities of such Seller which are not part of the operation of the Sellers' Business; (g) any Liability for Taxes (as defined in ARTICLE 7) of any kind or character of Sellers; (h) any Liability relating to an Excluded Asset; (i) any Liability relating to such Seller's ERISA Plans (as defined in SECTION 3.17); or (j) any Liability of such Seller under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement, including, without limitation, legal and accounting fees and expenses. Notwithstanding any other provision of this Agreement, the obligations of each Seller with respect to all Liabilities other than the Assumed Liabilities shall survive the Closing and the transactions contemplated by this Agreement.
Obligations Not Assumed. Except for the Assumed Liabilities, HSNS shall not assume any obligation or liability of Summus of any kind. Without limiting the generality of the foregoing, under no circumstances shall HSNS be deemed to assume any liability or obligation of Summus (i) with respect to Summus' employee benefit plans or agreements, (ii) under any contract that is not an Acquired Contract, or (iii) not specifically assumed under this Agreement (collectively, the "EXCLUDED LIABILITIES"), except to the extent it may be required to do so by applicable law.
Obligations Not Assumed. Except for the Assumed Liabilities, Purchaser shall not assume any obligation or liability of Seller of any kind, and Seller shall pay, satisfy and perform all of its obligations (other than the Assumed Liabilities), whether fixed, contingent, known or unknown and whether existing as of the Closing or arising thereafter, which may affect in any way the Transferred Assets or the operation of the Actives Business. Without limiting the generality of the foregoing, under no circumstances shall Purchaser be deemed to assume any liability or obligation of Seller arising out of or relating to: (a) any actual or alleged tortious conduct of Seller or any of its employees or agents; (b) any product liability claim, or any claim arising out of Seller's infringement or alleged infringement of any third party's Intellectual Property; (c) any claim predicated on strict liability or any similar legal theory; (d) the violation of any law, ordinance or regulation prior to the Closing; (e) any business or business activities of Seller which are not part of Seller's Actives Business; (f) any liability of Seller for any taxes of any kind or character; (g) any liability, expense or accrued expense for salaries, wages, bonus, vacation pay or other item of employee compensation or employee benefits with respect to any employee of Seller, including, but not limited to, any such liability, expense or accrued expenses of Seller existing or accrued as of the Closing with respect to the Transferred Employees to be employed by Purchaser pursuant to Section 2.9 below, or (h) any liability of Seller under or arising by reason of this Agreement. Notwithstanding any other provision of this Agreement, the obligations of Seller pursuant to this paragraph shall survive the Closing and the transactions contemplated by this Agreement.
Obligations Not Assumed. Except for the Assumed Obligations, Buyer shall not assume or become obligated with respect to any other obligation or liability of Seller or any of its Affiliates of any nature whatsoever and Seller shall retain and shall pay, discharge and perform such obligations and liabilities (whether express or implied, fixed or contingent, liquidated or unliquidated, known or unknown, due or to become due)(the "EXCLUDED LIABILITIES"), including, without limiting the generality of the foregoing, the following:
Obligations Not Assumed. Buyer shall not assume any debts, duties, obligations, responsibilities or liabilities of Seller or any of its Affiliates of any kind or nature, contingent or otherwise other than the Assumed Liabilities. In furtherance, and not in limitation of this Section 2.3, Buyer does not assume, undertake or accept any debts, duties, obligations, responsibilities or liabilities of Seller or any of its Affiliates which are not Assumed Liabilities with respect to:
Obligations Not Assumed. Nothing contained herein or in any other document and no action taken by Bank shall be deemed an assumption by Bank of any obligation to any account debtor or other person.
