Excluded Assets and Liabilities. Notwithstanding any other provision of this Agreement to the contrary, any Assets of the Seller other than the Purchased Assets are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing. The Buyer does not, and shall not be deemed to, assume or otherwise be responsible for any Liabilities of the Seller (including, without limitation, any Liabilities arising out of or relating to the Purchased Assets), all of which shall remain Liabilities of the Seller. The Seller shall pay, perform and discharge all of its Liabilities encumbering directly or indirectly any of the Purchased Assets in full at or prior to the Closing.
Appears in 5 contracts
Samples: Asset Purchase and Sale Agreement (American Realty Capital Trust, Inc.), Asset Purchase and Sale Agreement (American Realty Capital Properties, Inc.), Asset Purchase and Sale Agreement (American Realty Capital Trust IV, Inc.)
