Assumption of Assumed Liabilities. (a) Except as specifically provided in Section 1.4(b), the Purchaser will not assume, in connection with the transactions contemplated by this Agreement, any liability or obligation of the Seller or any of its subsidiaries whatsoever, and the Seller and its subsidiaries will retain responsibility for all liabilities and obligations accrued as of or on the Closing Date and all liabilities and obligations arising from the Seller's and its subsidiaries' operations prior to or on the Closing Date, whether or not accrued and whether or not disclosed.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Phoenix International LTD Inc), Asset Purchase Agreement (London Bridge Software Holdings PLC)
Assumption of Assumed Liabilities. (a) Except as specifically provided in Section 1.4(b2.3(b), the Purchaser Buyer will not assume, in connection with the transactions contemplated by this Agreement, any liability or obligation of the Seller or any of its subsidiaries whatsoeverSeller, and the Seller and its subsidiaries will retain responsibility for all liabilities and obligations accrued as of on or on prior to the Closing Date and all liabilities and obligations arising from the Seller's and its subsidiaries' operations of the Business on or prior to or on the Closing Date, whether or not accrued and whether or not disclosed.
Appears in 1 contract
Assumption of Assumed Liabilities. (a) Except as specifically provided in Section 1.4(b), the Purchaser will not assume, in connection with the transactions contemplated by this Agreement, any liability or obligation of the Seller or any of its subsidiaries Companies whatsoever, and the Seller and its subsidiaries Companies will retain responsibility for all liabilities and obligations accrued as of or on the Closing Date and all liabilities and obligations arising from the Seller's and its subsidiaries' Companies’ operations prior to or on the Closing Date, whether or not accrued and whether or not disclosed.
Appears in 1 contract
Assumption of Assumed Liabilities. (a) Except as specifically provided in Section 1.4(b), the Purchaser Purchasers will not assume, in connection with the transactions contemplated by this Agreement, any liability or obligation of the Seller or any of its subsidiaries Companies whatsoever, and the Seller and its subsidiaries Companies will retain responsibility for all liabilities and obligations accrued as of or on the Closing Date and all liabilities and obligations arising from the Seller's and its subsidiaries' Companies’ operations prior to or on the Closing Date, whether or not accrued and whether or not disclosed.
Appears in 1 contract
Assumption of Assumed Liabilities. (a) Except as specifically provided to the extent specified in Section 1.4(b), the Purchaser will shall not assume, in connection with the transactions contemplated by this Agreementhereby, any liability or obligation of the Seller or any of its subsidiaries whatsoever, and the Seller and its subsidiaries will shall retain responsibility for all liabilities and obligations accrued prior to or as of or on the Closing Date and all liabilities and obligations arising from the Seller's and its subsidiaries' operations on, prior to or on after the Closing Date, whether or not accrued and or whether or not disclosed.
Appears in 1 contract
Assumption of Assumed Liabilities. (a) Except as specifically provided in Section 1.4(b2.4(b), the Purchaser will shall not assume, in connection with the transactions contemplated by this Agreement, any liability or obligation of the Seller or any of its subsidiaries whatsoever, and the Seller and its subsidiaries will shall retain responsibility for all liabilities and obligations accrued as of or on the Closing Date and all liabilities and obligations arising from the Seller's and its subsidiaries' ’s operations prior to or on the Closing Date, whether or not accrued and whether or not disclosed.
Appears in 1 contract
Samples: Asset Purchase Agreement (Biotech Products Services & Research, Inc.)
Assumption of Assumed Liabilities. (a) Except as specifically provided to the extent specified in Section 1.4(b2.4(b), the Purchaser Buyer will not assume, in connection with the transactions contemplated by this Agreement, any liability or obligation of the Seller or any of its subsidiaries Company whatsoever, and the Seller and its subsidiaries Company will retain responsibility for all of its liabilities and obligations accrued as of or on the Closing Date and all liabilities and obligations arising from the Seller's and its subsidiaries' operations of the Business or otherwise prior to or on the Closing Date, whether or not accrued and whether or not disclosed.
Appears in 1 contract