Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 1.3, Purchaser is not assuming any debts, liabilities, obligations or contracts of the Seller and all such debts, liabilities, obligations and contracts shall be and remain the responsibility of the Seller. Notwithstanding the provisions of Section 1.3 and without limiting the generality of the foregoing, Purchaser is not assuming and the Seller shall not be deemed to have transferred to Purchaser the following debts, liabilities, obligations and contracts of Seller:
Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 2.1, Buyer is not assuming any Liabilities of Company and all such Liabilities shall be and remain the responsibility of Company. Notwithstanding the provisions of Section 2.1, Buyer is not assuming and Company shall not be deemed to have transferred to Buyer the following Liabilities of Company:
Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 2.1 above, the Acquiring Companies are not assuming nor buying the Purchased Assets subject to any Liabilities of the Sellers and all such Liabilities shall be and remain the responsibility of the Sellers.
Liabilities Not to be Assumed. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. The Seller agrees to timely pay and discharge all Liabilities which relate to periods on or before the Closing Date. Except as and to the extent specifically set forth in Section 3.2, Buyer is not assuming any Liabilities of the Seller and all such Liabilities shall be and remain the responsibility of the Seller. Without limiting the generality of the foregoing, Buyer is not assuming and the Seller shall not be deemed to have transferred to Buyer the following Liabilities of the Seller:
Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 2.1, the Purchaser is not assuming any debts, liabilities, obligations or contracts of the Company and all such debts, liabilities, obligations and contracts shall be and remain the responsibility of the Company.
Liabilities Not to be Assumed. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. The Seller agrees to timely pay and discharge all Liabilities that relate to periods on or before the Closing Date that would result in a liability or charge to the Buyer or against assets transferred to the Buyer pursuant to this Agreement. Except as and to the extent specifically set forth in SECTION 3.2, Buyer is not assuming any Liabilities of the Seller and all such Liabilities shall be and remain the responsibility of the Seller. Without limiting the generality of the foregoing, Buyer is not assuming and the Seller shall not be deemed to have transferred to Buyer the following Liabilities of the Seller:
Liabilities Not to be Assumed. Except as specifically set forth in Section 1.5, on the Closing Date, Purchaser is not assuming any other Liabilities or Contracts of Seller (“Excluded Liabilities and Contracts”), and all such Liabilities and Contracts shall be and remain the responsibility of Seller.
Liabilities Not to be Assumed. Subject to the terms and conditions set forth in this Agreement, effective as of the Closing (as defined in Section 4 of this Agreement), Purchaser shall assume the Assumed Liabilities. Purchaser shall not assume any other debts, liabilities, obligations or contracts of Seller, whether known or unknown and whether due or to become due, and all such debts, liabilities, obligations and contracts shall be and remain the responsibility of Seller. Without limiting the generality of the foregoing, Purchaser shall not assume and Seller shall not be deemed to have transferred to Purchaser the following debts, liabilities, obligations and contracts of Seller:
Liabilities Not to be Assumed. Other than the Assumed Liabilities disclosed on the Company Disclosure Schedule and/or Recent Balance Sheet, Acquisition is not assuming any other Liabilities, including, but not limited to the following Liabilities of Company:
Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 2.1, Buyer is not assuming any Liabilities of Sellers and all such Liabilities shall be and remain the responsibility of Sellers (the “Excluded Liabilities”). Specifically, and not by way of limiting the foregoing, Buyer is not assuming any Liability of Sellers arising out of or in any way relating to or resulting from any product assembled or sold prior to the Closing Date, or in any way relating to or resulting from leases to customers of the Business during any lease period prior to the Closing (including any Liability of Sellers for claims made for injury to person, damage to property or other damage, whether made in product liability, tort, breach of warranty or otherwise). Sellers or Members, as the case may be, shall pay, perform and discharge, as and when due, all of the Excluded Liabilities.
