Liabilities Not Assumed by Buyer. The parties expressly agree and acknowledge that Buyer shall not, by virtue of this Agreement, the consummation of the transactions contemplated herein or otherwise, assume any liabilities or obligations of Seller or any liabilities or obligations constituting a charge, lien, encumbrance or security interest upon the Drug Store Assets, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated or otherwise.
Liabilities Not Assumed by Buyer. Other than those liabilities specifically assumed in Sections 1.02(a) and 1.02(b) of this Agreement, Buyer does not and will not assume any liabilities of Seller, whether known or unknown, disclosed or undisclosed, contingent or otherwise, which have arisen or may arise or be established in connection with the conduct of business at the Branch Office on or prior to the Closing Date or which are otherwise related to Seller (the “Excluded Liabilities”).
Liabilities Not Assumed by Buyer. Anything in this Agreement to the contrary notwithstanding, Seller shall be responsible for all liabilities and obligations of Seller and the Business not hereby expressly assumed by Buyer (the "Retained Liabilities"), and Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Seller or of the Business, except the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer shall not assume, or in any way be liable or responsible for, the following Retained Liabilities:
Liabilities Not Assumed by Buyer. Buyer shall not be deemed by anything contained in this Agreement to have assumed and Seller hereby agrees to fully pay and perform in a prompt and timely manner and to indemnify Buyer and hold Buyer harmless with respect to the following excluded liabilities (the “EXCLUDED LIABILITIES”):
Liabilities Not Assumed by Buyer. Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume, nor in any way be liable or responsible for, any of the following liabilities or obligations of Seller:
Liabilities Not Assumed by Buyer. Buyer shall not assume or take title to the Assets subject to, nor shall Triangle or Buyer in any way be liable or responsible for, any liabilities or obligations of Sellers (whether or not referred to in any Schedule or Exhibit hereto), except as specifically provided in Section 1.4, it being expressly acknowledged that it is the intention of the parties hereto that all liabilities and obligations that Sellers have or may have in the future (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to Sellers, and whether due or to become due), other than the Liabilities, shall be and remain the liabilities and obligations of Sellers. Without limiting the generality of the foregoing, and except as specifically provided in Section 1.4, Buyer shall not assume or take title to the Assets subject to, or in any way be liable or responsible for: (a) any liabilities or obligations of Sellers whether or not relating to the Assets or the Business, and whether or not arising or asserted prior to the Closing, (b) any liability or obligation of Sellers under any mortgage, deed of trust, security agreement, or financing statement, or any note, bond, or other instrument or obligation secured thereby, (c) any liability or obligation of Sellers existing at or arising after the Closing Date under any leases, contracts, agreements, or Permits included in the Assets that results from the material breach, default, or wrongful action or inaction of Sellers prior to the close of business on the Closing Date, (d) any liability or obligation of Sellers resulting from or relating to the employment relationship between any Seller and any Seller's present or former employees engaged in connection with the ownership or operation of the Assets or the Business or the termination of any such employment relationship, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or that may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by a Seller, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers' compensation, (e) any liability or obligation of Sellers in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provide...
Liabilities Not Assumed by Buyer. Buyer will not assume, or in any way be liable or responsible for, any liabilities or obligations of Seller whether known or unknown, whether now existing or hereafter accruing.
Liabilities Not Assumed by Buyer. 8.1 It is expressly understood and agreed that Buyer shall not, by virtue of this Agreement, the consummation of the transactions contemplated herein or otherwise, assume any liabilities or obligations of the Seller or any liabilities or obligations constituting a charge, lien, encumbrance or security interest upon the Drug Store assets to be transferred hereunder, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated or otherwise except the Security interest securing Buyer's Note to Seller.
Liabilities Not Assumed by Buyer. Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume, or in any way be liable or responsible for any liability or obligation of Seller or any other person relating to the Business which, is not listed on Schedule 2.5(a), including but not limited to all accounts and trade payables incurred prior to Closing and all amounts owed to Seller's Humatrope supplier. Such obligations and liabilities of Seller not being assumed by Buyer are referred to herein collectively, as "Excluded Obligations". Seller and the Stockholder shall take any and all action which may be necessary to prevent any person from having recourse against any of the Purchased Assets or against Buyer as transferee thereof with respect to any Excluded Obligations and shall indemnify Buyer and hold it harmless therefrom.
Liabilities Not Assumed by Buyer. Buyer shall not assume -------------------------------- any liabilities of Seller except those described in Section 1.3 hereof. In addition, Buyer shall not assume the Toyota-Lexus automobile lease referenced in Schedule 4.15. Specifically, Buyer is not assuming any disclosed or undisclosed liabilities of any nature not included as Assumed Liabilities relating to the Business or its operation prior to the Closing Date, including any payments due suppliers under any contracts or commitments not included as Assigned Contracts, taxes of any kind, salaries, bonuses or any other amounts due Seller's employees for the period prior to the Closing Date, pension or any other liability to any of Seller's employees for the period prior to the Closing Date, or liabilities resulting from any products sold by Seller prior to the Closing Date in excess of the Assumed Warranties. Seller shall promptly pay when due or otherwise discharge all liabilities relating to the Business and its operations prior to the Closing Date that are not Assumed Liabilities; provided that Seller shall be entitled to contest any liabilities in good faith so long as no lien or charge is imposed on the Purchased Assets or Buyer as a result thereof. To the extent that Seller shall require parts or other inventory after the Closing to satisfy its warranty obligations or liabilities, Buyer shall supply such parts or other inventory to Seller at Buyer's normal and customary prices and charges which shall be commercially reasonable.
