Common use of Retained Liabilities and Indemnity Clause in Contracts

Retained Liabilities and Indemnity. The Purchaser will not assume and will not be liable for, and the Vendor will indemnify the Purchaser from and against, all obligations, commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the Assumed Liabilities. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations or liabilities:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Universe2u Inc)

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Retained Liabilities and Indemnity. The Except with respect to the Assumed Liabilities, the Purchaser will not assume and will not be liable for, and the Vendor will indemnify the Purchaser from and against, all obligations, commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the Assumed LiabilitiesStock Mill Complex. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations or liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Apollo Gold Corp)

Retained Liabilities and Indemnity. The Purchaser will not assume and will not be liable for, and the Vendor will indemnify the Purchaser from and against, all obligations, commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the BusinessPurchased Assets, except for the Assumed Liabilities. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations or liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Osiris CORP)

Retained Liabilities and Indemnity. The Purchaser will not assume and will not be liable for, and the Vendor will shall be solely responsible for and shall indemnify and hold harmless the Purchaser from and against, all obligations, commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the Assumed Liabilities. Without limiting the generality of the foregoingforegoing or of the provisions of Section 10.3, it is agreed that the Purchaser will have no liability for any of the following obligations or liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement

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Retained Liabilities and Indemnity. The Purchaser will not assume and will not be liable for, and the Vendor Seller will indemnify the Purchaser from and against, all obligations, commitments and liabilities of and claims against the Vendor Purchaser (whether absolute, accrued or contingent) relating to the BusinessBusiness prior to the Closing Date, except for the Assumed Liabilities. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations or liabilities:.

Appears in 1 contract

Samples: Purchase Agreement (GBS Enterprises Inc)

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