Common use of No Assumption of Liabilities Clause in Contracts

No Assumption of Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is not assuming any liability or obligation of Seller or any predecessor owner of all or part of its business, assets or intellectual property, including the Purchased Assets, of whatever nature, whether presently in existence or arising or asserted hereafter, contingent or absolute, whether or not known at the date hereof. All such liabilities and obligations shall be retained by and remain the obligations and liabilities of Seller.

Appears in 4 contracts

Samples: Escrow Agreement (Win Gaming Media, Inc.), Escrow Agreement (Win Gaming Media, Inc.), Intellectual Property and Technology Purchase Agreement (GAMING VENTURES PLC)

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No Assumption of Liabilities. Notwithstanding any provision anything in this Agreement or any other writing to the contrary, Seller shall retain, and Buyer is shall not assuming assume, or in any liability way be liable or obligation responsible for, any obligations or liabilities of Seller or any predecessor owner of all or part of its business, assets or intellectual property, including the Purchased Assets, of whatever natureFacility whatsoever, whether presently in existence or arising or asserted hereafterfixed, contingent or absoluteotherwise, and whether known or not known at the date hereof. All such liabilities and obligations shall be retained by and remain the obligations and liabilities of Seller.unknown, including, without limitation:

Appears in 3 contracts

Samples: Sale Agreement (Emeritus Corp\wa\), Purchase and Sale Agreement (Emeritus Corp\wa\), Sale Agreement (Emeritus Corp\wa\)

No Assumption of Liabilities. Notwithstanding In connection with the purchase and sale of the Assets pursuant to this Agreement, Buyer hereby assumes no obligations or liabilities of any provision in this Agreement nature whether known or any other writing unknown, whether fixed or contingent,accrued or unaccrued related to the contrary, Buyer is not assuming any liability Assets or obligation of Seller or any predecessor owner of the land on which the Assets reside. Any and all or part of its business, assets or intellectual property, including the Purchased Assets, of whatever nature, whether presently in existence or arising or asserted hereafter, contingent or absolute, whether or not known at the date hereof. All such liabilities and obligations shall be retained by and remain the obligations and liabilities responsibility of Seller. There are no exceptions to title, obligations, physical or environmental matters known to Buyer as of the Effective Date.

Appears in 1 contract

Samples: Asset Purchase Agreement and Escrow Instructions (Chartwell International, Inc.)

No Assumption of Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is not assuming any liability or obligation of Seller or any predecessor owner of all or part of its business, assets or intellectual property, including the Purchased Transferred Assets, of whatever nature, whether presently in existence or arising or asserted hereafter, contingent or absolute, whether or not known at the date hereof. All such liabilities and obligations shall be retained by and remain the obligations and liabilities of Seller.

Appears in 1 contract

Samples: Technology Transfer and Sale Agreement (Monumental Marketing Inc)

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No Assumption of Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contraryExcept as expressly provided herein, Buyer is not assuming and shall have no responsibility for any liability liability, obligation or obligation commitment of Seller or any predecessor owner of all or part of its business, assets or intellectual property, including the Purchased Assets, of whatever nature, whether presently in existence now or arising or asserted hereafterhereafter existing, contingent or absolute, whether or not known at the date hereof. All such liabilities and obligations shall be retained by and remain the obligations and liabilities of Seller. Seller shall remain liable for and shall pay, settle or discharge in the ordinary course of Seller's business (unless circumstances warrant otherwise) all such liabilities, obligations or commitments.

Appears in 1 contract

Samples: Asset Purchase Agreement (Plasmanet Inc)

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