No Assumption of Excluded Liabilities Sample Clauses

No Assumption of Excluded Liabilities. Buyer does not assume or take or shall become subject to any claims, debts, commitments, liabilities or obligations of Seller whatsoever whether arising prior to, on or after the Closing Date, which are not expressly assumed pursuant to Section 1.4 and which shall remain the sole obligation of Seller. Without limiting the generality of the foregoing, “Excluded Liabilities” includes, but not limited to: (a) all Taxes (defined in Section 3.10), including those arising in connection with the purchase and sale of the Purchased Assets, (b) accounts payable, (c) accrued expenses, including employment termination expenses, severance obligations and accrued vacation pay, (d) the Building Lease, (e) any liabilities arising from environmental matters, (f) indemnification obligations, (g) any liabilities, fines or penalties for violations of laws, (h) costs and expenses associated with the negotiation and consummation of the transactions contemplated herein, (i) claims relating to the Excluded Assets, (j) loans payable, (k) indebtedness to employees (including benefit plans) and shareholders, and (l) broker’s fees.
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No Assumption of Excluded Liabilities. Buyer does not assume or take subject to any liabilities or obligations of Seller whatsoever which are not expressly provided in Section 1.4 above (the "EXCLUDED LIABILITIES"). Without limiting the generality of the foregoing, "EXCLUDED LIABILITIES" include: (a) all liabilities and obligations of Seller relating to any of the Excluded Assets; (b) all Taxes (defined in Section 3.5), including, without limitation, those sales taxes, use taxes and other taxes arising in connection with the purchase and sale of the Acquired Assets; (c) those accrued expenses related to the operation of the Business covering the period up to the Closing Date, except for those listed on Schedule 1.4; (d) obligations of a Seller under any guarantees by such Seller of third-party obligations; and (e) subject to Section 5.7, obligations of Insty or the trustees under the Trust Agreement.
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No Assumption of Excluded Liabilities. Notwithstanding anything to the contrary contained herein, Buyer shall not be deemed to have assumed or otherwise be liable in respect of, any Excluded Liability.
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No Assumption of Excluded Liabilities. Except for the Assumed Liabilities, the Purchaser shall not assume and shall not be responsible for any of the Excluded Liabilities.
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No Assumption of Excluded Liabilities. Except as expressly set forth in Section 2.2(a), Buyer shall not assume any Liabilities of the Seller or the Principals of any kind or nature whatsoever, whether fixed or contingent, known or unknown, determined or determinable, due or not yet due (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing sentence, Buyer specifically disclaims assumption of any Liabilities with respect to claims asserted with regard to Seller’s operation of its business prior to or after the date of this Agreement, or any Liabilities out of or relating to relationships and dealings of the Seller or the Principals with third parties, whether under contract or otherwise, or with its employees, customers, vendors, business partners or Principals.
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No Assumption of Excluded Liabilities. The Purchaser shall not assume, or have any liability, responsibility or obligation, directly or indirectly, for any liability, responsibility or obligation of the Seller or which in any way relate to or arise from the Business, the Purchased Assets or otherwise (whether known or unknown, fixed or contingent, matured or unmatured) (the "Excluded Liabilities"), and all such Excluded Liabilities shall at and after the Closing remain the sole and exclusive responsibility of the Seller except for those obligations and liabilities of the Seller to be paid or performed after the Closing Date under the Material Agreements (the "Assumed Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include without limitation:
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No Assumption of Excluded Liabilities. Buyer shall assume the Assumed Liabilities pursuant to the Assignment and Assumption Agreement. Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume or be deemed to have assumed, any Liability or other obligation, fixed or contingent or known or unknown, whatsoever other than as specifically set forth in the Assignment and Assumption Agreement with all such unassumed Liabilities and obligations referred to in this Agreement as the “Excluded Liabilities”. Without limiting the generality of the foregoing sentence, Buyer shall have no liability for any of the Liabilities or other obligations (i) of the Business arising prior to the Closing, and (ii) of the following, whether arising before, on or after the Closing:
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Related to No Assumption of Excluded Liabilities

  • Assumption of Assumed Liabilities Buyer hereby assumes, accepts and agrees to fully pay, perform, satisfy and discharge all of the Assumed Liabilities, in accordance with the terms and conditions set forth in the Asset Purchase Agreement.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • No Assumption of Liabilities Except as expressly provided in this Agreement, TJC shall not assume any debts, liabilities or obligations of Seller or its shareholders, members, 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 Subject Franchise, whether or not assumed by TJC, for the period before Closing, shall be an Excluded Liability. However, any liability for periods after Closing under any assigned lease for real property for a Subject Franchise shall not be an Excluded Liability.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • No Assumption No approvals or acceptances by, or on behalf of, TFC shall be deemed to be an assumption of any responsibility by TFC for any defect, error or omission in said Deliverables or Professional Services.

  • Liabilities Assumed by Assuming Bank The Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):

  • Non-Assumption of Liabilities Neither Party shall be liable for the prior, existing or future obligations, liabilities or debts of the other Party.

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • 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.

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