Retained Liabilities. Other than the Assumed Liabilities, Buyer shall not assume and shall not be responsible to pay, perform or discharge any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including the following:
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Samples: Asset Purchase Agreement (Impac Mortgage Holdings Inc), Asset Purchase Agreement (Impac Mortgage Holdings Inc)
Retained Liabilities. Other than the Assumed Liabilities, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall not be responsible to punctually pay, perform or otherwise discharge any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (when due, all liabilities that are not Assumed Liabilities, relating to the conduct of the Business (collectively, the “Retained Liabilities”), including the following. The Retained Liabilities shall include:
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Samples: Asset Purchase Agreement (Aquinox Pharmaceuticals, Inc), Asset Purchase Agreement (Aquinox Pharmaceuticals, Inc)
Retained Liabilities. Other than Except for the Assumed Liabilities, Buyer the Purchaser shall not assume and shall not be responsible have no obligation to paydischarge, perform or discharge fulfil any liabilities and obligations, contingent or otherwise, of the Seller or any of its Affiliates of any kind or nature whatsoever related to the Purchased Assets (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including the followingincluding, without limitation:
Appears in 1 contract
Samples: Asset Purchase Agreement
Retained Liabilities. Other than the Assumed Liabilities, Buyer shall not assume and shall not be responsible to pay, perform or discharge any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever either Company other than the Assumed Liabilities (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including the following:.
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Samples: Asset Purchase Agreement (Laureate Education, Inc.)
Retained Liabilities. Other than Except for the Assumed Liabilities, Buyer shall not assume pursuant to this Agreement or the Transactions, and shall not be responsible to payhave no liability for, perform or discharge any liabilities Liabilities of Seller Seller, or any of its Affiliates predecessors in interest, of any kind kind, character or nature description whatsoever (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including all of which shall continue to be Liabilities of Seller. Without intending to limit the followinggenerality or effect of the foregoing, Retained Liabilities shall include the following Liabilities of Seller and its respective predecessors in interest:
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Retained Liabilities. Other than the Assumed Liabilities, Buyer shall will not assume and shall not or be responsible to pay, perform or discharge liable for any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (all liabilities that are not Assumed other Liabilities, collectivelyincluding Retained Liabilities, the and Seller will remain responsible for paying, performing and discharging all such Liabilities. “Retained Liabilities”)” shall include, including without limitation, the following:
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Retained Liabilities. Other than Seller shall be responsible for any and all of its Liabilities not included within the Assumed Liabilities, and Buyer shall not assume and shall not or be responsible to pay, perform or discharge liable for any liabilities Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including the followingincluding, without limitation:
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Retained Liabilities. Other than Except for the Assumed Liabilities, Buyer shall not assume and shall not be responsible or become obligated with respect to pay, perform or discharge any liabilities Liability of the Seller or any of its Affiliates Group of any kind or nature whatsoever (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including and the followingSeller Group shall retain and shall pay, discharge and perform all of the Retained Liabilities, including:
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Samples: Stock and Asset Purchase Agreement (Evolent Health, Inc.)
Retained Liabilities. Other than Except for the Assumed Liabilities, Buyer shall not assume assume, and shall not be responsible obligated to pay, perform or discharge discharge, any debts, liabilities or obligations of Seller, whether actual, contingent or accrued, known or unknown, which liabilities shall be retained by Seller or any of its Affiliates of any kind or nature whatsoever (all liabilities that are not Assumed Liabilities, collectively, and shall hereafter be referred to as the “Retained Liabilities”), including the following:"
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Retained Liabilities. Other than Except for the Assumed Liabilities, the Buyer shall not not, by virtue of its acquisition of the Purchased Assets or otherwise, assume and shall not be or become responsible to pay, perform or discharge for any liabilities Liabilities of any Seller or any Affiliate of its Affiliates any Seller, any Member or any of the Businesses, of any kind or and nature whatsoever (all liabilities that are not expressly included within the definition of Assumed Liabilities, Liabilities (collectively, the “Retained Liabilities”), including the followingincluding:
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Retained Liabilities. Other than Except for the Assumed Liabilities, the Buyer shall not not, by virtue of its acquisition of the Purchased Assets or otherwise, assume and shall not be or become responsible to pay, perform or discharge for any liabilities Liabilities of any Seller or any Affiliate of its Affiliates any Seller, any Member or any of the Businesses, of any kind or and nature whatsoever (all liabilities that are not expressly included within the definition of Assumed Liabilities, Liabilities (collectively, the “"Retained Liabilities”), including the followingincluding:
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Retained Liabilities. Other than Except for the Assumed Liabilities, the Buyer shall not assume and shall not or in any way be responsible to pay, perform or discharge for any liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever Affiliates, including the following liabilities (all the liabilities that are not Assumed Liabilitiesretained by the Seller, collectively, the “Retained Liabilities”), including which Retained Liabilities shall remain the followingresponsibility and obligation of the Seller or one or more of its Affiliates after Closing:
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Retained Liabilities. Other than Except for the Assumed LiabilitiesLiabilities as provided in Section 1.3, Buyer shall not assume and shall not be responsible to payfor, perform or discharge any liabilities Liabilities of Seller (or any Affiliate or predecessor thereof), all of which Liabilities shall be and remain the sole responsibility of Seller (or its Affiliates of any kind or nature whatsoever Affiliate) (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including all of the followingfollowing Liabilities:
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Retained Liabilities. Other than Except for the Assumed Liabilities, Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any liabilities of Seller or any of its Affiliates Liabilities of any kind or nature whatsoever Seller, all such Liabilities being retained by such Seller (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including the following:.
Appears in 1 contract
Samples: Asset Purchase Agreement (LTWC Corp)