NO ASSUMPTION OF CERTAIN LIABILITIES BY PURCHASER Sample Clauses

NO ASSUMPTION OF CERTAIN LIABILITIES BY PURCHASER. Except as set forth in this Section 4, Purchaser and Seller expressly agree that Purchaser shall not assume and shall have no liability for or with respect to the obligations of the Seller under and pursuant to the terms of that certain employment agreement between Seller and Mr. Xxxxxx XxXxxxxxx (the "DeFilippe Contract") and the litigation that has been filed (the "DeFilippe Litigation"). Seller agrees that it will defend, indemnify, and hold Purchaser harmless from any and all claims made, lawsuits commenced, or judgments entered against Purchaser, including the costs, fees, and expenses of any such claims, lawsuits, or judgments with respect to the DeFilippe Contract, including without limitation, the DeFilippe Litigation, except for the portion of the liabilities which Purchaser assumes pursuant to this Section 4. Purchaser agrees that it will be responsible only for the payment of the costs and expenses of the DeFilippe Litigation, including reasonable attorneys fees, and any final, unappealable judgment entered against Seller in the DeFilippe Litigation to the extent such costs, expenses, and Final Judgment exceeds $280,000. Seller shall provide Purchaser with all papers submitted to the court or served by any party to the DeFilippe Litigation within ten (10) days of their submission or service. If the trial court awards a judgment that, together with costs and expenses, exceeds $280,000, Seller shall take an appeal and use its best efforts to overturn the judgment. If such an appeal is not successful in reducing any such judgment, together with costs and expenses, to $280,000 or less, Seller shall seek reconsideration of the ruling and pursue all further avenues of appeal. Failure of Seller to comply with all the obligations of this Section 4 shall invalidate the obligations of Purchaser under this Section 4. If such judgment, together with costs and expenses, is less than $280,000, Seller shall have the right, but not the obligation, to appeal such judgment.
Sample 1
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NO ASSUMPTION OF CERTAIN LIABILITIES BY PURCHASER. Except as set forth in Section 2.4, Purchaser expressly does not assume, and shall not be deemed to have assumed under this Agreement, or by reason of any transactions contemplated hereby, any debts, liabilities (contingent or otherwise) or obligations of Seller or its Affiliates of any nature whatsoever or any debts, liabilities (contingent or otherwise) or obligations relating to the Assets (the “Non-Assumed Liabilities”).
Sample 1

Related to NO ASSUMPTION OF CERTAIN LIABILITIES BY PURCHASER

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • No Assumption of Liabilities Except as expressly provided in this Agreement, TJC shall not assume any debts, liabilities or obligations of Seller or its Members, shareholders, affiliates, officers, employees or agents of any nature, whether known or unknown, fixed or contingent, including, but not limited to, debts, liabilities or obligations with regard or in any way relating to any contracts (including, without limitation, any employee agreements), leases for real or personal property, trade payables, tax liabilities, disclosure obligations, product liabilities, liabilities to any regulatory authorities, liabilities relating to any claims, litigation or judgments, any pension, profit-sharing or other retirement plans, any medical, dental, hospitalization, life, disability or other benefit plans, any stock ownership, stock purchase, deferred compensation, performance share, bonus or other incentive plans, or any other similar plans, agreements, arrangements or understandings which Seller, or any of its affiliates, maintain, sponsor or are required to make contributions to, in which any employee of Seller participates or under which any such employee is entitled, by reason of such employment, to any benefits (collectively the (“Excluded Liabilities”). For the avoidance of doubt, any liability under any lease for real property for a Franchise, whether or not assumed by TJC, which relates to the period before Closing, shall be an Excluded Liability.

  • Survival of Certain Representations and Obligations The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

  • Suspension of Certain Obligations The Company shall not be required to comply with the provisions of subsections (f), (g) or (h) of this Section 4 during any period from the time (i) the Agents shall have suspended solicitation of offers for the purchase of Notes in their capacity as agents pursuant to a request from the Company and (ii) no Agent shall then hold any Notes purchased from the Company as principal, as the case may be, until the time the Company shall determine that solicitation of offers for the purchase of Notes should be resumed or an Agent shall subsequently purchase Notes from the Company as principal.

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • No Assumption of Liability The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • Preservation of Certain Remedies Notwithstanding the preceding binding arbitration provisions, the parties hereto and the other Loan Documents preserve, without diminution, certain remedies that such Persons may employ or exercise freely, either alone, in conjunction with or during a Dispute. Each such Person shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted in the Loan Documents or under Applicable Law or by judicial foreclosure and sale, including a proceeding to confirm the sale, (ii) all rights of self help including peaceful occupation of property and collection of rents, set off, and peaceful possession of property, (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute.

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