Common use of No Assumption of Liabilities Clause in Contracts

No Assumption of Liabilities. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third-party beneficiary theory, laws relating to transferee liabilities or otherwise. Except as specifically provided otherwise in this Agreement and expressly included as an Assumed Liability, Buyer shall not assume and shall not discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders or owners, (b) liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior to, on or after the Closing, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Buyer. Except as otherwise provided in this Agreement, Buyer shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the management and operation of the Property or any business conducted on the Property prior to the Closing, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom.

No Assumption of Liabilities. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third-party beneficiary theory, laws relating to transferee liabilities or otherwise. Except as specifically provided otherwise in this Agreement and expressly included as an Assumed LiabilityAgreement, Buyer or in the documents delivered by Seller at Closing, Purchaser shall not assume and shall not discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders or owners, (b) liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior to, on or after the Closing, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or BuyerPurchaser. Except as otherwise provided in this Agreement, Buyer Purchaser shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the management and operation of the Property or any business conducted on the Property prior to the Closing, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom.

No Assumption of Liabilities. Notwithstanding any provision contained in this Agreement or in any exhibit, schedule or other document referred to the in this Agreement contrary, this Agreement is intended as and shall be deemed to be an and agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third-party beneficiary theory, laws relating to transferor/transferee liabilities or otherwise. Except as specifically expressly provided otherwise in this Agreement Agreement, and expressly included as an Assumed Liabilitysubject to the Permitted Exceptions, Buyer Purchaser shall not assume and shall not discharge or be liable for any debts, liabilities liabilities, or obligations obligation of the Seller including, but not limited to, any (ai) liabilities or obligations of the Seller to its creditors, shareholders or owners, (bii) liabilities or obligations of the Seller with respect to any acts, events or transactions occurring prior to, on or after the Closing, (ciii) liabilities or obligations of the Seller for any federal, state, county or local taxestaxes applicable to or assessed against the Facility, or (div) any contingent liabilities or obligations of the Seller, whether known or unknown by the Seller or BuyerPurchaser, at or before the Closing. Except as otherwise provided in this Agreement, Buyer Purchaser shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs cost incurred in connection with the management and operation of the Property or any business conducted on the Property Business prior to the ClosingOctober 31, 1997 including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom; and any amounts received by Purchaser relating thereto shall be promptly delivered to the Seller.

No Assumption of Liabilities. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third-party beneficiary theory, laws relating to transferee liabilities or otherwise. Except as specifically provided otherwise in this Agreement and expressly included as an Assumed LiabilityAgreement, Buyer shall not assume and shall not discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders or owners, (b) liabilities or obligations of the Seller with respect to any acts, events or transactions occurring prior to, on or after the Closing, (c) liabilities or obligations of the Seller for any federal, state, county or local taxes, except as set forth elsewhere in this Agreement; or (d) any contingent liabilities or obligations of Seller, whether known or unknown by the Seller or Buyer. Except as otherwise provided in this Agreement, Buyer shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the management and operation of the Property Premises or any business conducted on the Property Premises prior to the Closing, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefromthere from.

No Assumption of Liabilities. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third-party beneficiary theory, laws relating to transferee liabilities or otherwise. Except as specifically provided otherwise in this Agreement and expressly included as an Assumed LiabilityAgreement, Buyer Purchaser shall not assume and shall not discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders or owners, (b) liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior to, on or after the Closing, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or BuyerPurchaser. Except as otherwise provided in this Agreement, Buyer Purchaser shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the management and operation of the Property or any business conducted on the Property prior to the Closing, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom.

No Assumption of Liabilities. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets interests and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third-party beneficiary theory, laws relating to transferee liabilities or otherwise. Except as specifically provided otherwise in this Agreement and expressly included as an Assumed LiabilityAgreement, Buyer Purchaser shall not assume and shall not discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders or owners, (b) liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior to, on or after the Closing, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or BuyerPurchaser. Except as otherwise provided in this Agreement, Buyer Purchaser shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the management and operation of the Property or any business conducted on the Property prior to the Closing, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom. The terms of this Section shall survive the Closing.

No Assumption of Liabilities. Notwithstanding any provision contained in this Agreement Buyer hereby agrees to assume, pay, perform, discharge and otherwise satisfy promptly when due, and to indemnify and hold harmless the Seller from and against, only under the Assumed Contracts to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third-party beneficiary theory, laws relating to transferee liabilities or otherwise. Except as specifically provided otherwise in this Agreement and expressly included as an Assumed Liability, Buyer shall not assume and shall not discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders or owners, (b) liabilities or obligations of Seller extent arising with respect to any acts, events or transactions occurring prior to, the period on or after the Closingdate hereof and to the extent such liabilities would be the liabilities of the Seller but for the assignment of the Assumed Contract (collectively, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Buyerthe "Assumed Liabilities"). Except as otherwise provided in this Agreement, Buyer shall have no duty whatsoever not assume or become liable or obligated for or on any contract or agreement of the Seller or for any of any debt, liability or obligation of the Seller, whatsoever, whether known or unknown, direct, contingent or otherwise, however or whenever arising or asserted, including any liability or obligation (i) of the Seller to take any action its employees, customers, creditors or receive brokers, or make any payment or credit arising from or related to any services provided or costs incurred Governmental Authority, (ii) in connection with the management and operation respect of the Property Excluded Assets, or any business conducted on (iii) relating to the Property use of the Acquired Assets prior to the Closingdate hereof (all such liabilities and obligations of the Seller, including, but not limited to, any matters relating herein referred to cost reports, collections, audits, hearings, or legal action arising therefromas the "Excluded Liabilities"). Buyer shall be solely responsible for satisfying all of the Assumed Liabilities and the Seller shall have no liability whatsoever with respect thereto. The Seller shall be solely responsible for satisfying all of the Excluded Liabilities and Buyer shall have no liability whatsoever with respect thereto.

No Assumption of Liabilities. Notwithstanding any provision contained in this Agreement or in any Exhibit, Schedule or other document referred to in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale and purchase of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third-party beneficiary theory, laws relating to transferee liabilities or otherwise. Except as specifically expressly provided otherwise in this Agreement and expressly included as an Assumed LiabilityAgreement, Buyer Purchaser shall not assume and shall not discharge or be liable for any debts, liabilities liabilities, or obligations of the Seller including, but not limited to, any (a) liabilities or obligations obligation of the Seller to its creditors, shareholders or owners, (b) liabilities or obligations of Seller owners with respect to any acts, events or transactions occurring prior to, on or after the ClosingSettlement, (c) liabilities or obligations of the Seller for any federal, state, county or local taxestaxes applicable to or assessed against the Franchise, the Leases, the Facilities or any other assets of Seller prior to the Settlement, and (d) any contingent liabilities or obligations of the Seller, whether known or unknown by the Seller or BuyerPurchaser, at or before the Settlement. Except as otherwise provided in this Agreement, Buyer Purchaser shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the management and operation of the Property or any business conducted on the Property Assets prior to the ClosingSettlement, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom; and any amounts received by Purchaser relating thereto shall be promptly delivered to the Seller.