No Assumed Liabilities. Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.
No Assumed Liabilities. Other than the Assumed Contracts, Company will not assume or agree to pay, perform, or discharge, and Contributing Party will remain liable for, any cost, debt, obligation, tax, or liability, whether known or unknown, contingent or otherwise, of Contributing Party of any kind or nature whatsoever.
No Assumed Liabilities. On the Closing Date, Seller shall deliver to Buyer the Acquired Assets, free and clear of any and all liens and encumbrances. Buyer shall assume no obligations of Seller relative to the Acquired Assets or otherwise, except for any and all obligations under or attendant to the Lease attached to Schedule 1.2(e).
No Assumed Liabilities. Seller shall retain and shall be responsible for paying, performing and discharging when due, and Purchaser and its Affiliates shall not assume or have any responsibility for, any and all Liabilities of Seller and its Affiliates, whether arising prior to, on or after the Closing Date. Notwithstanding anything herein to the contrary, Liabilities of Seller shall exclude any Liabilities given rise to by the acts or omissions of the Purchaser Indemnified Parties, whether arising prior to, on or after the Closing Date.
No Assumed Liabilities. Amarantus shall not assume or pay, perform, discharge or be responsible for (a) any of the Liabilities of Regenicin, whether existing at or prior to the Closing Date or arising after the Closing Date, or (b) any of the Liabilities relating to the Purchased Assets, whether existing at or prior to the Closing Date or arising after the Closing Date but relating to sales, purchases, events, circumstances, claims or matters that occurred or occur at or prior to the Closing Date, including in each case of (a) and (b), if imposed or asserted to be imposed by operation of law (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, it is expressly understood and agreed that (a) the Excluded Liabilities shall include, without limitation, any accounts payable or any other liabilities or obligations under contracts of Regenicin or its affiliates, employee liabilities, unfunded pension liabilities, federal or other taxes, any bank debt or other indebtedness, product liabilities, tort claims or other litigation and environmental liabilities, and (b) the parties intend that Amarantus shall not be considered a successor to Regenicin by reason of any theory of law or equity. Notwithstanding any other provision contained herein, Amarantus agrees to accept all liabilities related to the Lonza Litigation and to indemnify and defend Regencin as to any and all future claims or counterclaims that may be made by Lonza against Regenicin and/or its officers, directors, attorneys, accountants or affiliates in the Lonza Litigation or that could have been brought as counterclaims within the Lonza Litigation. Additionally, Amarantus covenants and agrees to include in any settlement of the Lonza Litigation, a complete release of Regenicin as to any claims, current or future, that may be made by Lonza against Regencin or any of its affiliates, related to the subject matter of the Lonza Litigation.
No Assumed Liabilities. Buyer shall not assume any obligation or liability under any contract, lease, commitment or other obligation of Seller.
No Assumed Liabilities. Except as set forth in this Agreement or in any document executed by the Purchaser at the Closing, Purchaser shall NOT assume any liabilities or obligations of Seller whatsoever, fixed or contingent, and prior to, on and after the Closing Date, Seller shall retain and discharge in the ordinary course all liabilities and obligations of Seller. Except for the Facility Lease, Purchaser shall not assume any contracts, equipment leases or leases, and Seller shall remain fully liable for all obligations thereon. There shall be no adjustment between Purchaser and Seller of taxes, assessments, water charges, utilities, receivables or rents, if any, premiums on existing insurance policies, if any, or any other items relating to the Assets, it being understood by the parties that Lessee, as Lessee under the Facility Lease, shall be obligated to pay the same under the terms thereof (such Facility Lease being an absolute net lease in which Lessee is responsible for all costs thereunder).
No Assumed Liabilities. At Closing, Purchaser shall NOT assume any liabilities or obligations of Seller whatsoever, fixed or contingent, and prior to, on and after the Closing Date, Seller shall retain and discharge in the ordinary course all liabilities and obligations of Seller. Purchaser shall not assume any contracts, equipment leases or leases, and Seller shall remain fully liable for all obligations thereon. There shall be no adjustment between Purchaser and Seller of taxes, assessments, water charges, utilities, receivables or rents, if any, premiums on existing insurance policies, if any, or any other items relating to the Assets, it being understood by the parties that Tenant, as Tenant under the Facility Lease, shall be obligated to pay the same under the terms thereof from and after the Closing Date.
No Assumed Liabilities. (a) Subject to Section 1.3(b), the Purchaser shall not assume any Liabilities of the Seller Corporation whatsoever, whether relating to the Specified Assets, the Business or otherwise, except the Permitted Liabilities as set forth on Exhibit 1.3(a) and as set forth below.
No Assumed Liabilities. The Purchaser shall not assume any Liabilities of the Seller under this Agreement.
