Common use of Non-Assumed Obligations Clause in Contracts

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.

Appears in 1 contract

Samples: Portfolio Purchase Agreement (Nco Group Inc)

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Non-Assumed Obligations. Any Obligation of Seller (other than any Specified Liabilities), Liabilities of Seller) including, but not limited to to, (a) any of the Obligations specifically excluded from the Specified Liabilities under Section 2.2; (b) 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 (bc) 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.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Nco Group Inc)

Non-Assumed Obligations. Any Obligation of Seller (other than any those expressly included in the Specified Liabilities), including, but not limited to ) including (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 Buyer IntriCon Group 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 (bc) 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 or Seller’s Employee Benefit Plans.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intricon Corp)

Non-Assumed Obligations. Any Obligation of Seller (other than any Specified Liabilities), including, but not limited to without limitation, (a) any such Obligation that may be imposed upon the Buyer as a result of the failure by Seller to pay any claims and/or 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; 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.

Appears in 1 contract

Samples: Asset Acquisition Agreement (GeoPharma, Inc.)

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Non-Assumed Obligations. Any Obligation of Seller (other than those expressly included in the Specified Liabilities including (i) any of the types of Obligations specifically excluded from the Specified Liabilities), including, but not limited to Liabilities under Section 2.2; (aii) 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 (biii) 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 other than the Specified Liabilities or Seller’s Employee Benefit Plans.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Homeland Security Capital CORP)

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