Common use of Assumption of Assumed Liabilities Clause in Contracts

Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Texas Petrochemicals Inc.), Asset Purchase Agreement (Texas Petrochemicals Inc.), Asset Purchase Agreement (Texas Petrochemicals Inc.)

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Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b)2.3(b) and notwithstanding anything to the contrary contained herein, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either the Seller whatsoever, whether known, known or unknown, absolutedisclosed or undisclosed, contingent accrued or otherwisehereafter arising, absolute or contingent, and whether accrued or unaccruedthe Seller shall retain responsibility for all such liabilities and obligations.

Appears in 2 contracts

Samples: Asset Purchase Agreement (ExamWorks Group, Inc.), Asset Purchase Agreement (ExamWorks Group, Inc.)

Assumption of Assumed Liabilities. (a) Except as expressly provided below in this Section 2.4(b)2.4, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any other liability or obligation of either any Seller whatsoeverof whatever nature, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued.. Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees that:

Appears in 1 contract

Samples: Asset Purchase Agreement (Huntsman International LLC)

Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b1.3(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either the Seller whatsoever, whether known, known or unknown, absolutedisclosed or undisclosed, contingent accrued or otherwisehereafter arising, absolute or contingent, and whether accrued or unaccruedthe Seller shall retain responsibility for all such liabilities and obligations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Weyland Tech, Inc.)

Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b2.3(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either the Seller whatsoever, whether known, known or unknown, absolutedisclosed or undisclosed, contingent accrued or otherwisehereafter arising, absolute or contingent, and whether accrued or unaccruedthe Seller shall retain responsibility for all such liabilities and obligations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Winsonic Digital Media Group LTD)

Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b1.3(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, known or unknown, absolutedisclosed or undisclosed, contingent accrued or otherwisehereafter arising, absolute or contingent, and whether accrued or unaccruedSeller shall retain responsibility for all such liabilities and obligations (collectively, the “Excluded Liabilities”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Domain Media Group, Inc.)

Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b2.3(b), and notwithstanding anything to the contrary contained herein, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either any Seller whatsoever, whether known, known or unknown, absolutedisclosed or undisclosed, contingent accrued or otherwisehereafter arising, absolute or contingent, and whether accrued or unaccruedthe Sellers shall retain responsibility for all such liabilities and obligations.

Appears in 1 contract

Samples: Asset Purchase Agreement (CSW Industrials, Inc.)

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Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b2.3(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller the Sellers or any of their Affiliates or the Business whatsoever, whether known, known or unknown, absolutedisclosed or undisclosed, contingent accrued or otherwisehereafter arising, absolute or contingent, and whether accrued the Sellers (or unaccruedthe applicable Affiliate) shall retain responsibility for all such liabilities and obligations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynasil Corp of America)

Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b2.3(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller Sellers or the Business whatsoever, whether known, known or unknown, absolutedisclosed or undisclosed, contingent accrued or otherwisehereafter arising, absolute or contingent, and whether accrued or unaccruedSellers shall retain responsibility for all such liabilities and obligations (such liabilities and obligations, including without limitation, the Specifically Excluded Liabilities, the “Retained Liabilities”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Startengine Crowdfunding, Inc.)

Assumption of Assumed Liabilities. (a) Except as expressly provided in Section 2.4(b)for the Assumed Liabilities, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller with respect to the Assets, the Division or the Business whatsoever, and Seller or Parent, as the case may be, shall be responsible for and shall discharge and timely pay all liabilities and obligations, whether known, unknown, absolute, contingent or otherwise, not accrued and whether accrued or unaccruednot disclosed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sentigen Holding Corp)

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