Common use of Liabilities Not to be Assumed Clause in Contracts

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 3.1, Buyer is not assuming any Liabilities of Company and all such Liabilities shall be and remain the responsibility of Company including, without limitation, the following.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Entegris Inc), Asset Purchase Agreement (Entegris Inc), Asset Purchase Agreement (Entegris Inc)

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Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 3.12.1, 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 including, without limitation, shall not be deemed to have transferred to Buyer the following.following Liabilities of Company:

Appears in 5 contracts

Samples: Website Purchase Agreement (NP Capital Corp), Asset Purchase Agreement (Hein Werner Corp), Asset Purchase Agreement (Hein Werner Corp)

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 3.12.1, Buyer is not assuming any Liabilities debts, liabilities, obligations or contracts of Company Seller and all such Liabilities debts, liabilities, obligations and contracts shall be and remain the responsibility of Company includingSeller. Notwithstanding the provisions of Section 2.1 and without limiting the generality of the foregoing, without limitationBuyer is not assuming and Seller shall not be deemed to have transferred to Buyer the following debts, the following.liabilities, obligations and contracts of Seller:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Artecon Inc /De/), Asset Purchase Agreement (Hemacare Corp /Ca/), Asset Purchase Agreement (Hemacare Corp /Ca/)

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 3.12.3(a), Buyer is not assuming any Liabilities of Company Seller and all such Liabilities shall be and remain the responsibility of Company includingSeller. Notwithstanding the provisions of Section 2.3(a), without limitation, Buyer is not agreeing to perform and discharge and Seller shall not be deemed to have transferred to Buyer the following.following Liabilities of Seller (which list of specific liabilities shall not be deemed to suggest that liabilities not listed are being assumed):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Imc Mortgage Co), Asset Purchase Agreement (Imc Mortgage Co)

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 3.12.1, Buyer is not assuming any Liabilities of Company and all such Liabilities which are not Assumed Liabilities shall be and remain the responsibility of Company. Notwithstanding the provisions of Section 2.1, Buyer is not assuming, and Company including, without limitationshall not be deemed to have transferred to Buyer, the following.following Liabilities of Company:

Appears in 2 contracts

Samples: Asset Purchase Agreement (National Research Corp), Asset Purchase Agreement (National Research Corp)

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Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 3.12.1, Buyer is not assuming any Liabilities of Company and all such Liabilities shall be and remain the responsibility of Company, whether or not relating to the Juice Division or the Purchased Assets. Notwithstanding the provisions of Section 2.1, Buyer is not assuming and Company including, without limitation, shall not be deemed to have transferred to Buyer the following.following Liabilities of Company (the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Northland Cranberries Inc /Wi/)

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 3.12.1, Buyer is not assuming any Liabilities of Company and all such Liabilities shall be and remain the responsibility of Company including, without limitation, Company. Notwithstanding the following.provisions of Section

Appears in 1 contract

Samples: Asset Purchase Agreement (Northland Cranberries Inc /Wi/)

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 3.12.1, Buyer is not assuming any Liabilities of Company Seller and all such Liabilities shall be and remain the responsibility of Company includingSeller (the “Excluded Liabilities”). Specifically, without limitationand not by way of limiting the foregoing, the following.Buyer is not assuming any Liability of Seller arising out of or in any way relating to or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Veri-Tek International, Corp.)

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