Liabilities Not Being Assumed Sample Clauses

Liabilities Not Being Assumed. The Buyer is not assuming any liabilities or obligations of the Seller (fixed or contingent, known or unknown, matured or unmatured) whatsoever other than the Assumed Obligations. For convenience of reference, all liabilities and obligations of the Seller not being assumed by the Buyer are collectively referred to as the "Excluded Obligations." The Seller hereby agrees to pay all Excluded Obligations as and when such Excluded Obligations become due.
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Liabilities Not Being Assumed. Except for the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any, and Seller shall remain responsible for and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer from and against all, liabilities and obligations of Seller, whether known or unknown, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), which shall include, without limitation, any and all of the following obligations or liabilities of Seller:
Liabilities Not Being Assumed. Anything contained herein to the contrary notwithstanding, the Purchaser is expressly not assuming any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller (the "Excluded Liabilities"), which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller:
Liabilities Not Being Assumed. 3 1.5. Instruments of Conveyance and Transfer, Etc .............. 4 1.6.
Liabilities Not Being Assumed. Anything contained in this Agreement to the contrary notwithstanding, the Seller and the Members shall remain responsible for and Buyer shall not assume any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller, which liabilities and obligations shall at and after the Closing Date remain the exclusive responsibility of the Seller or the Members (the "Excluded Liabilities"):
Liabilities Not Being Assumed. Except for the Assumed Obligations, Buyer shall not assume or be responsible for any liabilities or obligations of Sellers or the Business including, without limitation, liabilities or obligations related to employment matters of Sellers. Buyer may, but is not obligated to, offer new employment to certain employees of Sellers under terms and conditions as offered by Buyer in its sole and absolute judgment.
Liabilities Not Being Assumed. Buyer and HealthLink, Ltd. are not assuming any liabilities of the Seller other than obligations arising from and after the Closing Date under the contracts.
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Liabilities Not Being Assumed. Except for the Assumed Obligations or as otherwise expressly set forth in this Agreement, or in any document, instrument or agreement executed or entered into by Purchaser pursuant hereto or contemporaneously herewith, Purchaser shall not assume, and shall have no responsibility with respect to, any and all liabilities or obligations of Seller, known or unknown, absolute or contingent, accrued or unaccrued, whether due or to become due.
Liabilities Not Being Assumed. 7 2.6 Post-Closing Adjustment to Response Shares.....................................................7
Liabilities Not Being Assumed. 3 1.5. Instruments of Conveyance and Transfer, Etc .............. 4 1.6. Further Assurances ....................................... 4 1.7. Assignment of Leases ..................................... 5 1.8. Condition of Purchased Assets ............................ 5
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