Non-Assumed Obligations Sample Clauses

Non-Assumed Obligations. Any Obligation of Seller (other than any Specified Liabilities), including, but not limited to (a) any such Obligation that may be imposed upon the Buyer as a result of the failure by Seller to comply with any bulk sales, bulk transfer, fraudulent conveyance or similar Law of any jurisdiction that may be applicable to some or all of the transactions contemplated by this Agreement; and (b) any such Obligation that may be imposed upon Buyer or its affiliates as a result of any Law under which Buyer or its affiliates may have successor liability for any Tax or other Obligations of Seller.
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Non-Assumed Obligations. Any: (a) Excluded Liability; and (b) any Obligation that may be imposed upon any of the Buyer Indemnified Parties as a result of any Law under which any of the Buyer Indemnified Parties may have successor liability for any Tax or other Obligations of Seller (collectively, the “Non-Assumed Obligations”).
Non-Assumed Obligations. Buyer shall not assume or pay and Seller shall continue to be responsible for any debt, obligation or liability, of any kind or nature (fixed or contingent, known or unknown) of Seller whether or not relating to the Property (“Non-Assumed Obligations”). Buyer is not and shall not be deemed a successor of Seller. Without limiting the generality of the foregoing, Buyer shall not assume any Non-Assumed Obligations of Seller, which shall include without limitation, the following debts, obligations or liabilities:
Non-Assumed Obligations. Any Obligation of Seller other than those expressly included in the Specified Liabilities.
Non-Assumed Obligations. Any Obligation (as defined in Section 1.18) of Seller other than those expressly included in the Specified Liabilities including, but not limited to, (a) any of the types of Obligations specifically excluded from the Specified Liabilities under Section 2.2; (b) any such Obligation that may be imposed upon the Buying Companies as a result of the failure by Seller to comply with any bulk sales, bulk transfer, fraudulent conveyance or similar Law of any jurisdiction that may be applicable to some or all of the transactions contemplated by this Agreement; (c) any such Obligation of Seller that may be imposed upon the Buying Companies or their affiliates as a result of any Law under which the Buying Companies or their affiliates may have successor liability for any Tax or other Obligations of Seller, (d) any Obligations of Seller related to Maximis, (e) the Excluded Liabilities and (f) any Obligation related to any of the Excluded Assets or Excluded Contracts.
Non-Assumed Obligations. Any Obligation of Seller other than those expressly included in the Specified Liabilities including (a) any of the types of Obligations specifically excluded from the Specified Liabilities under Section 2.2; and (b) any such Obligation that may be imposed upon Buyer as a result of the failure by Seller to comply with any bulk sales, bulk transfer, fraudulent conveyance or similar Law of any jurisdiction that may be applicable to some or all of the transactions contemplated by this Agreement.
Non-Assumed Obligations. Any Obligation of Seller other ----------------------- than those expressly included in the Specified Liabilities. 13.1.4
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Non-Assumed Obligations. Any Obligation (as defined in Section 1.17) of any of the Selling Companies (other than those expressly included in the Specified Liabilities) including, but not limited to, (a) any of the types of Obligations specifically excluded from the Specified Liabilities under Section 2.2; (b) any such Obligation that may be imposed upon the NCO Companies as a result of the failure by any of the Selling Companies to comply with any bulk sales, bulk transfer, fraudulent conveyance or similar Law of any jurisdiction that may be applicable to some or all of the transactions contemplated by this Agreement; and (c) any such Obligation that may be imposed upon any of the NCO Companies or their affiliates as a result of any Law under which any of the NCO Companies or their affiliates may have successor liability for any Tax or other Obligations of any of the Selling Companies (collectively, the "Non-Assumed Obligations").
Non-Assumed Obligations. The Seller expressly acknowledges and agrees that the Seller shall retain, and that Purchaser shall not assume or otherwise be obligated to pay, perform, defend, or discharge any liabilities or obligations (collectively the "Non-Assumed Obligations") related to (i) any intercompany payables due from the Company to the Seller, (ii) any Medicare or Medicaid cost report adjustments with respect to services performed by IntegraCare, Inc. at any time on or before December 31, 1996, or (iii) any claim by Jim Xxxxx xxxtaining to IHS's conduct in selling the Companies except to the extent that any such claim seeks enforcement of a stated monetary obligation (including severance and benefits) in Mr. Xxxxx'x xxxloyment agreement with IHS, or (iv) any claim by Jim Xxxxx xxx consequential damages resulting from any alleged breach prior to the closing of Mr. Xxxxx'x xxxloyment agreement with IHS.
Non-Assumed Obligations. GLDD shall not assume or pay and Weeks shall continue to be responsible for any debt, obligation or liability, of any kind or nature (fixed or contingent, known or unknown) of Weeks whether or not relating to the Property (“Non-Assumed Obligations”). GLDD is not and shall not be deemed a successor of Weeks. Without limiting the generality of the foregoing, GLDD shall not assume any Non-Assumed Obligations of Weeks, which shall include without limitation, the following debts, obligations or liabilities:
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