Excluded Assets; No Assumption of Liabilities Sample Clauses

Excluded Assets; No Assumption of Liabilities. Nothing in this Agreement should be construed as a transfer or assignment from either Party to the other Party of any assets (including FCC licenses) except as expressly set forth in this Agreement. Other than as expressly provided in this Agreement, neither Party is obligated to assign and transfer to the other Party any asset, tangible or intangible, nor is either Party entitled to assume any asset, tangible or intangible. Neither Party is assuming, nor is either Party responsible for, any liabilities or obligations of the other Party arising out of or in connection with the other Party’s licenses (or related systems and facilities) that are the subject of this Agreement.
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Excluded Assets; No Assumption of Liabilities. INTERSHOP shall not purchase the excluded asset set forth on Schedule II attached hereto. INTERSHOP shall not assume any liabilities of Fountainhead, including without limitation the principal and interest owed by Fountainhead to the Xxxxxx and Xxxxx Xxxxxxx Trust Account, Xxxxxx Xxxxxxx and Xxx Xxxxx under three (3) separately executed promissory notes (the "Notes"), whether accrued or contingent, except for (i) obligations arising under the Leases, and (ii) any amounts remaining unpaid on general business accounts payable and obligations included in deferred revenue. Fountainhead acknowledges that it and Xxxxxx Xxxxxxx remain solely liable for the principal and interest owed under the Notes.
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Excluded Assets; No Assumption of Liabilities. This sale does not include, without limitation, furniture, trade fixtures, equipment, vehicles, leases, cash, or accounts receivable of Seller. Further, Buyer shall not assume, or be obligated to perform, pay or otherwise discharge, any liability or obligation of Seller of any nature whatsoever, including, without limitation, any type of successor liability, as a result of this transaction. Without limiting the foregoing, Seller expressly acknowledges and agrees that Xxxxx is not assuming, and Xxxxx expressly disclaims and declines assumption any and all obligations and/or liabilities of the Seller or the Assets arising from or related to acts or omissions occurring on or prior to the Date of Inventory.
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Excluded Assets; No Assumption of Liabilities. ImproveNet shall not purchase the excluded Assets set forth on SCHEDULE II attached hereto. ImproveNet shall not assume any liabilities of CRS, whether accrued or contingent, except for (i) obligations arising under the Office, (ii) CRS's Yellow Pages obligations described in the attached Exhibit C, and (iii) those obligations expressly set forth and agreed to by ImproveNet in the Assignment Agreement.
Sample 1
Excluded Assets; No Assumption of Liabilities. Except as set forth in Section 1.1, no other assets of Seller, including but not limited to billed but unpaid accounts receivable and other receivables (but excluding, as of the Closing, any billed receivables as to which the related services or property have not been delivered to Seller's clients or customers), shall be sold, transferred or assigned to Buyer; nor shall any liability whatsoever of Seller be assumed by Buyer.
Sample 1
Excluded Assets; No Assumption of Liabilities. Other than the Assets, the parties agree that Buyer is not purchasing or acquiring, and Seller is not selling or assigning, any other assets or property of Seller including, without limitation, trademarks and service marks (except as set forth in Section 2(d) below), Information Systems (as hereinafter defined) (except as set forth in Section 2(b) below), vehicles, contracts, leases (including equipment leases), automated medication dispensing kiosks (or the pharmacy inventory included therein), or other agreements, furniture, fixtures, equipment and other fixed assets at the Stores, cash, cash equivalents, deposit accounts, or accounts receivable of Seller, or corporate records, accounting records, or tax records of Seller (collectively, the “Excluded Assets”). Further, Buyer shall not assume, or be obligated to perform, pay or otherwise discharge, any liability or obligation of Seller of any nature whatsoever, including, without limitation, any type of successor liability, as a result of this transaction. Without limiting the foregoing, Seller expressly acknowledges and agrees that Buyer is not assuming, and Xxxxx expressly disclaims and declines assumption of any and all obligations and/or liabilities of Seller, the Assets, or the Stores arising from or related to acts or omissions occurring on or prior to the applicable Date of Inventory.
Sample 1
Excluded Assets; No Assumption of Liabilities. Other than the Assets described in Section 1(a) above, this sale does not include any properties or assets of Seller, including, without limitation, the following properties and assets of Seller: (i) vehicles, (ii) contracts, leases (including equipment leases), or other agreements (other than any Assigned Contracts), (iii) leasehold improvements, installations, fixtures, trade fixtures, building equipment, fittings, furniture, office equipment or other fixed assets, (iv) information, operating, and phone systems and related equipment (other than as set forth in Sections 2(b) and 2(c) below), (v) real estate, (vi) cash and accounts receivable, (vii) corporate, stock and tax records, insurance policies (and any rights to applicable claims and proceeds thereunder), tax assets, deposits, refunds or prepayments for any taxes or causes of action of Seller, (viii) the Premier name or Premier’s mobius, trademarks, service marks, trade dress, logos, trade names, Internet domain names, or related intellectual property, (ix) the equity of the Equity Holder, the Sellers and Premier Specialty Pharmacy Solutions, LLC, and (x) this Agreement and any agreement to which the Equity Holder or a Seller is party to entered into in connection with this Agreement. Further, (A) Buyer shall not assume, or be obligated to perform, pay or otherwise discharge, any liability or obligation of Seller of any nature whatsoever, including, without limitation, any type of successor liability, as a result of the transactions contemplated herein, except for the Assumed Liabilities, which obligations and liabilities accrue subsequent to the Closing, and (B) without limiting the foregoing, Seller expressly acknowledges and agrees that Buyer is not assuming, and Buyer expressly disclaims and declines assumption of (i) any and all obligations and/or liabilities of Seller or Equity Holder, or otherwise relating to the Business, the Pharmacies, or the Assets, arising from or related to acts or omissions occurring on or prior to the Closing, (ii) any of Seller’s third party provider numbers or licenses, including, without limitation, any and all obligations and/or liabilities of Seller or Equity Holder, or otherwise relating to the Business, the Pharmacies, or the Assets, with respect to all such third party provider numbers and licenses, (iii) any and all obligations and/or liabilities of Seller or Equity Holder, or otherwise relating to the Business, the Pharmacies, or the Assets, arising from or...
Sample 1
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Excluded Assets; No Assumption of Liabilities. This sale does not include, without limitation, furniture, trade fixtures, equipment, vehicles, leases, (except as set forth in Section 2(d) below), cash and equivalents, or accounts receivable of Seller, all rights to bill and collect from patients and third-party payors for services rendered before the Closing Date, all provider numbers, licenses, Liberty pharmacy prescription data server, liquor license, liquor inventory or any asset related to liquor (as defined by Seller). Further, Buyer shall not assume, or be obligated to perform, pay or otherwise discharge, any liability or obligation of Seller of any nature whatsoever, including, without limitation, any type of successor liability, as a result of this transaction. Without limiting the foregoing, Seller expressly acknowledges and agrees that Xxxxx is not assuming, and Xxxxx expressly disclaims and declines assumption any and all obligations and/or liabilities of the Seller or the Assets arising from or related to acts or omissions occurring on or prior to the Date of Inventory.
Sample 1

Related to Excluded Assets; No Assumption of Liabilities

  • No Assumption of Liabilities Purchaser shall not assume any of the existing liabilities, indebtedness, commitments or obligations of any nature whatsoever (whether fixed or contingent) of Seller in respect of the Property or otherwise, except those expressly assumed herein.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Non-Assumption of Liabilities Subject to the limitation on indemnification in Sections 8.6 and 8.7, Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Seller or the Business other than the Assumed Liabilities (as defined herein). Without limiting the of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or any Shareholder, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement (provided such occurrences have a basis prior to the Closing Date), not otherwise disclosed to Buyer, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) having a basis prior to the Closing Date which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory having a basis prior to the Closing Date; (c) a violation by Seller or any Shareholder of any Applicable Laws or the requirements imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, having a basis prior to the Closing Date to or from the Real Property; (e) an agreement or arrangement in existence on the Closing Date between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, who has extended credit to Seller for which there is an outstanding indebtedness or obligation owed by Seller to such lender on the Closing Date, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller initiated at any time, having a basis prior to the Closing Date, whether or not listed on Schedule 4.1(h); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense incurred prior to the Closing Date related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder as a result of a contract for this transaction between Seller and such broker; (l) any liability or obligation of Seller for taxes of any kind, whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer on or after the Closing, those taxes solely attributable to Buyer and WCA and those taxes specifically prorated at Closing and undertaken by Buyer pursuant to such proration; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller prior to the Closing Date in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability or attributable to products and services for Buyer’s benefit; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity; (o) any liability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, accrued prior to the Closing Date, except to the extent that any such liability or obligation is an Assumed Obligation; and (p) all trade payables and accruals of the Seller in respect of the Business or otherwise (the items described in this Section 7.1 being referred to, collectively, as the “Retained Liabilities”). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Retained Liabilities or the Assumed Liabilities, as the case may be, with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof, and Buyer shall indemnify Seller and its successors and assigns from and against any liabilities or obligations of any Assumed Liabilities.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • No Assumption of Liability The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

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