No Liabilities to be Assumed Sample Clauses

No Liabilities to be Assumed. As used in this Agreement, the term ----------------------------- "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, penalty, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Buyer is not assuming and shall not assume or perform or discharge any Liability of Company, and all such Liabilities shall be and remain the responsibility of Company, expressly including but not limited to (i) any and all Liabilities in relation to any agreement between Company and Xxxxx Xxxxx or any person or entity affiliated with Xxxxx Xxxxx (Xxxxx Xxxxx and any person or entity affiliated with Xxxxx Xxxxx shall be referred to herein collectively as the "Xxxxx Affiliates"); (ii) any and all taxes applicable to, imposed upon or arising out of the sale or transfer of the Purchased Assets to Buyer and the other transactions contemplated by this Agreement, including but not limited to any income, transfer, sales, use, gross receipts or documentary stamp taxes relating to the transaction contemplated herein; (iii) any and all Liabilities of Company for federal income taxes and any state or local income, profit or franchise taxes (and any penalties or interest due on account thereof); (iv) any and all Liabilities with respect to any action, suit, proceeding, arbitration, investigation or inquiry, whether civil, criminal or administrative, including any third-party claims for personal injury or property damage, now or hereafter asserted, relating to or arising out of the operation of the Business by Company prior to the Closing or Company's use of, or Company's ability to transfer the use of, any of the Purchased Assets ("Litigation"); (v) any and all Liabilities to a third party for infringement of such third party's rights; (vi) any and all Liabilities of Company for any violation of or failure to comply with any statute, law, ordinance, rule or regulation (collectively, "Laws") or any order, writ, injunction, judgment, plan or decree (collectively, "Orders") of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other; (vii) any and all Liabilities arising under or related in any way to any contract or agreement between Company and a Contractor or between Company and a vendor, or to the performance o...
Sample 1
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No Liabilities to be Assumed. Aquarion shall assume no liabilities or obligations of Bethel whatever in connection with the sale of Assets provided for in this Agreement, whether accrued, contingent or other, incurred prior to the Closing Date, or arising from the activities of Bethel prior thereto, excepting only any obligations of Bethel expressly assumed by Aquarion under any lease, contract, agreement or similar document which is assigned to Aquarion on and as of the Closing Date, and specified in Schedule 1.2 hereto, or as provided in Section 5.9. For the avoidance of doubt, except as otherwise set forth herein, Aquarion shall not assume any liabilities or obligations under the agreements listed in Schedule 1.2 hereto that accrue prior to the Closing Date, all of which liabilities and obligations shall remain solely the responsibility of Bethel.
Sample 1Sample 2
No Liabilities to be Assumed by Optionee. Optionee shall not assume any obligations of Optionor, except obligations arising out of Permitted Liens (as hereinafter defined), but not including the Mortgage Debt (as hereinafter defined).
Sample 1
No Liabilities to be Assumed. Acquisition Co. does not assume, and nothing contained in this Agreement is to be construed as an assumption by Parent, CRDE, or Acquisition Co. of any liabilities, obligations, or undertakings of the Company of any nature whatsoever, whether fixed or contingent, known or unknown (the “Excluded Liabilities”), except for liabilities, if any, relating to the fulfillment of any Customer Contract after the Closing Date. Excluded Liabilities include but are not limited to (i) any liability arising out of any Benefit Plan of the Company, (ii) any liability arising out of any Contracts not specifically set forth on Schedule 2.1(b), (iii) any liability arising out of any Contract set forth on Schedule 2.1(b) but that accrues on or before the Closing Date, (iv) any liability for compensation or other amounts due to any employee of or consultant to the Company or for any other claims arising out of the terms of any employment or consulting contract, and (v) any liability for payroll or other taxes. The Company and the Shareholders, as applicable, are to be responsible for all of the liabilities, obligations, and undertakings not expressly and specifically assumed by Acquisition Co.
Sample 1
No Liabilities to be Assumed. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALLINA DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS, OR LIABILITIES OF City, OR ANY AFFILIATE OF CITY, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, Allina will not assume, and will not be deemed by anything contained in this Agreement to have assumed and will not be liable for any liability of City, or any affiliate of City known or unknown, contingent, absolute or otherwise (the “Excluded Liabilities”). Without limiting the foregoing, the Excluded Liabilities will include all liabilities:
Sample 1
No Liabilities to be Assumed. Without limiting the foregoing, it is expressly understood that Buyer will purchase only the Assets including, without limitation, the real estate associated with the Water and Wastewater Systems that is owned by Seller and included on Schedule 1.1.1,; the Assets relating to operation of the Water and Wastewater Systems located in the Town of New Hartford as presented on the water and wastewater maps included in Schedule 1.1.2 and described in Schedule 1.1.3; and all materials, supplies, prepayments, and customer deposits, if any, relating to the Water and Wastewater Systems, and such purchase shall not include any assumption of any debt, liability, obligation, agreement, contract, account payable, outstanding debt, taxes incurred or accrued, incurred or accrued interest, tax collections payable or deferred credits, or any liability, under local, state or federal laws, of the Seller or otherwise relating to the Assets or their respective operation. Seller shall retain liability for, and shall indemnify and defend Buyer against any liabilities and obligations of the Seller. It is the intent of the parties hereto that Buyer shall not be liable for any liabilities or obligations of the Seller including, without limitation, related in any way to the Assets whatsoever, whether fixed or contingent, known or unknown, liquidated or unliquidated, arising now or in the future. Buyer does not assume, and no transferee liability shall attach to Buyer with respect to, any liabilities or obligations of Seller or related in any way to the Assets or actions of Seller including, without limitation, liabilities arising in connection with the operation of the Assets (including, without limitation, the Water and Wastewater Systems) and the activities of Seller prior to the closing. The elimination of any risk of such transferee liability attaching to Buyer is a primary inducement to Buyer's entering into this transaction, in that Buyer would not have entered into this transaction under circumstances where any such transferee liability would or might attach to Buyer. The entire negotiations of the parties hereto with respect to this transaction, including the Purchase Price, were based upon the assumption and agreement that Buyer would not succeed to any liability or obligation of Seller including, without limitation, those related in any way to the Water and Wastewater Systems or the Assets.
Sample 1

Related to No Liabilities to be Assumed

  • LIABILITIES TO BE ASSUMED As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of Company (collectively the "Assumed Liabilities"):

  • No Liabilities Except as set forth in the most recent financial statements referred to in Section 3.04(a), as of the Closing Date there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, other than liabilities under the Loan Documents, the Revolving Credit Loan Documents and the Senior Notes. Since March 31, 2010, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

  • No Liability Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

  • Liabilities Not Assumed The Purchaser will not assume any liabilities of the Vendor. The Purchaser will not be responsible for any liability of the Vendor, past, present or future, relating to the Claims, and the Vendor will indemnify and save harmless the Purchaser from and against any such claim.

  • No Liability of Others The Administrator’s obligations under this Agreement are corporate obligations. No Person will have recourse, directly or indirectly, against any member, manager, officer, director, employee or agent of the Administrator for the Administrator’s obligations under this Agreement.

  • Liabilities Assumed Buyer does not assume any liabilities of Seller. As a result, Buyer shall not be liable for any liabilities, contracts, agreements or other obligations of Seller, and Seller shall indemnify Buyer against all such liabilities, contracts and other obligations.

  • No Liability Until Receipt The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Series, until the Custodian actually receives and collects such money.

  • No Liability of Members All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement.

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