Common use of No Assumed Liabilities Clause in Contracts

No Assumed Liabilities. Amarantus shall not assume or pay, perform, discharge or be responsible for (a) any of the Liabilities of Regenicin, whether existing at or prior to the Closing Date or arising after the Closing Date, or (b) any of the Liabilities relating to the Purchased Assets, whether existing at or prior to the Closing Date or arising after the Closing Date but relating to sales, purchases, events, circumstances, claims or matters that occurred or occur at or prior to the Closing Date, including in each case of (a) and (b), if imposed or asserted to be imposed by operation of law (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, it is expressly understood and agreed that (a) the Excluded Liabilities shall include, without limitation, any accounts payable or any other liabilities or obligations under contracts of Regenicin or its affiliates, employee liabilities, unfunded pension liabilities, federal or other taxes, any bank debt or other indebtedness, product liabilities, tort claims or other litigation and environmental liabilities, and (b) the parties intend that Amarantus shall not be considered a successor to Regenicin by reason of any theory of law or equity. Notwithstanding any other provision contained herein, Amarantus agrees to accept all liabilities related to the Lonza Litigation and to indemnify and defend Regencin as to any and all future claims or counterclaims that may be made by Lonza against Regenicin and/or its officers, directors, attorneys, accountants or affiliates in the Lonza Litigation or that could have been brought as counterclaims within the Lonza Litigation. Additionally, Amarantus covenants and agrees to include in any settlement of the Lonza Litigation, a complete release of Regenicin as to any claims, current or future, that may be made by Lonza against Regencin or any of its affiliates, related to the subject matter of the Lonza Litigation.

No Assumed Liabilities. Amarantus Buyer shall not assume have any obligation for, or paywith respect to, perform, discharge or be responsible for (a) any of the Liabilities of RegenicinAsset Seller of any nature whatsoever (whether asserted or unasserted, absolute or contingent, liquidated or unliquidated, accrued or unaccrued, whether existing at due or to become due, and whether incurred prior to the Closing Date to, on or arising after the Closing Date), including those arising from or relating to: (bi) any of the Liabilities relating to the Purchased Assets, whether existing at or prior to the Closing Date or arising after the Closing Date but relating to sales, purchases, events, circumstances, claims or matters that occurred or occur at Asset Seller’s operations on or prior to the Closing Date, including any Liability arising from the actual or alleged breach of any applicable Law (including any Liability arising under Environmental Law), (ii) any Indebtedness of Asset Seller that is not fully reflected or reserved for on the Closing Statement, (iii) the breach of any contract by Asset Seller occurring on or prior to the Closing Date, (iv) any litigation or proceeding pending against Asset Seller, (v) any services provided (or the alleged failure to provide such services) by Asset Seller on or prior to the Closing Date, (vi) any violation of fraudulent transfer or bulk sales laws by Asset Seller or Liabilities relating to or arising from any “de facto merger” or “successor in each case interest” theories of (a) Liability, and (bvii) the Taxes of Asset Seller (including any liability for either failing to file any Tax Return or for unpaid Taxes of Asset Seller, including based upon a Taxing Authority’s re-characterization of a reported transaction), if imposed or asserted any Taxes related to be imposed by the operation of law Asset Seller’s business prior to the Closing, any Taxes related to, or imposed upon, the Purchased Assets, or their ownership, prior to the Closing, any obligations of Asset Seller to indemnify or otherwise assume or succeed to the Tax liability of any other Person by reason of contract, assumption, transferee liability, operation of applicable Law, Section 1.1502-6 of the Treasury Regulations (or any predecessor or successor thereof, or any analogous or similar provision under applicable Law) or otherwise, and any and all Transfer Taxes (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, it is expressly understood and agreed that (a) the Excluded Liabilities shall include, without limitation, any accounts payable or any other liabilities or obligations under contracts of Regenicin or its affiliates, employee liabilities, unfunded pension liabilities, federal or other taxes, any bank debt or other indebtedness, product liabilities, tort claims or other litigation and environmental liabilities, and (b) the parties intend that Amarantus shall not be considered a successor to Regenicin by reason of any theory of law or equity. Notwithstanding any other provision contained herein, Amarantus agrees to accept all liabilities related to the Lonza Litigation and to indemnify and defend Regencin as to any and all future claims or counterclaims that may be made by Lonza against Regenicin and/or its officers, directors, attorneys, accountants or affiliates in the Lonza Litigation or that could have been brought as counterclaims within the Lonza Litigation. Additionally, Amarantus covenants and agrees to include in any settlement of the Lonza Litigation, a complete release of Regenicin as to any claims, current or future, that may be made by Lonza against Regencin or any of its affiliates, related to the subject matter of the Lonza Litigation.

No Assumed Liabilities. Amarantus for HTWC Except for liabilities arising out of the Assigned Contracts on or after the HTWC Closing Date, Purchaser shall not assume or and shall not be responsible to pay, performperform or discharge any liabilities or obligations of HTWC of any kind or nature whatsoever, discharge or be responsible for (a) any all of which shall remain the sole liabilities and obligations of HTWC and all of which HTWC shall pay and satisfy in due course. Deliverables at Closing As of the Liabilities of Regenicin, whether existing at or prior to the Closing Date or arising after the HTWC Closing Date, HTWC and Purchaser shall deliver or cause to be delivered to the other the following: · the Bill of Sale · instruments sufficient to assign to Purchaser all of HTWC’s rights under the Assigned Contracts, with all necessary consents of counterparties (b) any if applicable); · such other documents and instruments reasonably necessary or appropriate to vest in Purchaser good and marketable title to the HTWC Assets, free and clear of all liens, claims and encumbrances whatsoever, and all certificates of title covering the HTWC Assets with warranties of title, all in such form reasonably acceptable to Purchaser; · actual possession of the Liabilities relating HTWC Assets to Purchaser; and/or · such other certificates or other instruments as HTWC and Purchaser may mutually approve. Automatic Termination of the HTWC Option Agreement In the event Purchaser fails to make all payments when due in accordance with the Manufacturing Agreement and/or all payments when due in accordance with the HTWC Option Agreement and the HLTT Option Agreement, all of Purchaser’s rights pursuant to the Purchased AssetsHTWC Option Agreement will immediately and automatically terminate, whether existing at or prior with all rights reverting to the Closing Date or arising after the Closing Date but relating HTWC, unless otherwise later agreed to sales, purchases, events, circumstances, claims or matters that occurred or occur at or prior to the Closing Date, including in each case of (a) writing between HTWC and (b), if imposed or asserted to be imposed by operation of law (collectively, the “Excluded Liabilities”)Purchaser. Without limiting the generality of Notwithstanding the foregoing, it is expressly understood Purchaser shall have thirty (30) calendar days to cure any non-disputed payments then due. HTWC and agreed that (a) Purchaser shall agree to an expeditious dispute resolution method for all disputed payments. During the Excluded Liabilities resolution period, the HTWC Option Agreement shall include, without limitation, any accounts payable or any other liabilities or obligations under contracts of Regenicin or its affiliates, employee liabilities, unfunded pension liabilities, federal or other taxes, any bank debt or other indebtedness, product liabilities, tort claims or other litigation remain in full force and environmental liabilities, and (b) the parties intend that Amarantus shall not be considered a successor to Regenicin by reason of any theory of law or equityeffect. Notwithstanding any other provision contained herein, Amarantus agrees to accept all liabilities related to the Lonza Litigation and to indemnify and defend Regencin as to any and all future claims or counterclaims that may be made by Lonza against Regenicin and/or its officers, directors, attorneys, accountants or affiliates in the Lonza Litigation or that could have been brought as counterclaims within the Lonza Litigation. Additionally, Amarantus covenants and agrees to include in any settlement of the Lonza Litigation, a complete release of Regenicin as to any claims, current or future, that may be made by Lonza against Regencin or any of its affiliates, related to the subject matter of the Lonza Litigation.PURCHASER’S OPTION TO PURCHASE HLTT’S PATENTS APPLICABLE TO THE Q-CODE PRODUCT