No Other Liabilities Sample Clauses
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No Other Liabilities. The Company has no actual or contingent obligations or liabilities (in any capacity including as principal contracting party or guarantor) in relation to any lease, licence or other interest in, or agreement relating to, land apart from the Properties.
No Other Liabilities. Other than the NBC Multimedia Liabilities -------------------- or Videoseeker Liabilities or as set forth on Schedule 1.1(e), there are no Liabilities of NBC or its Subsidiaries or GE Investments Sub that will be transferred or assigned to, or assumed by, NMC in connection with the transactions set forth in Section 2 or as to which NMC or Xenon 2 could be --------- liable.
No Other Liabilities. Except to the extent reflected in the financial statements described in Section 4.4 or set forth in Schedule 4.6, the Borrower, as of the date of this Agreement, does not know or have reasonable grounds to know of any basis for the assertion against it of any material liabilities or obligations of any nature, direct or indirect, accrued, absolute or contingent, including, without limitation, liabilities for taxes then due or to become due whether incurred in respect of or measured by the income of the Borrower for any period prior to the date of this Agreement or arising out of transactions entered into, or any state of facts existing prior thereto.
No Other Liabilities. The parties acknowledge and agree that the Assumed Liabilities are the only liabilities of the Seller or of the Business which the Purchaser shall assume or be liable for and the Seller hereby agrees to retain its liability for all liabilities, debts and obligations of any nature or kind except for the Assumed Liabilities. The Seller and the Shareholder shall, jointly and severally, indemnify, defend and hold harmless the Purchaser from, against and in respect of, any Losses arising out of or relating to any liability or obligation of the Seller or the Business of any nature whatsoever except the Assumed Liabilities. For greater certainty, the Purchaser shall not assume any other obligations or liabilities of the Seller including, without limitation, any obligation or liability in respect of:
(a) Taxes with respect or relating to any period prior to the Closing Date;
(b) any indebtedness with respect to borrowed money, notes payable or capital leases (including any interest or penalties accrued thereon);
(c) any guarantee of any indebtedness of any Person;
(d) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law, breach of Contract, workers’ compensation, pay equity or health and safety matters or any other actual or alleged failure of the Seller to perform any obligation, in each case arising out of, or relating to, (A) acts or omissions that shall have occurred, (B) services performed, (C) the ownership or use of the Purchased Asset or (D) the operation of the Business, in each case prior to the Closing;
(e) relating to, resulting from or arising out of any non-Business operation of such Seller or any former operation of the Seller that has been discontinued or disposed of prior to the Closing;
(f) any liabilities for accrued but unused vacation for any Employee as at the Time of Closing; and
(g) pertaining to any Excluded Asset. Such excluded liabilities shall include all claims, actions, litigation or proceedings relating to any or all of the foregoing and all reasonable costs and expenses in connection therewith.
No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):
No Other Liabilities. The Borrower and its Subsidiaries do not have any material liability or material contingent liability required under GAAP to be reflected or disclosed and not reflected or disclosed in the most recent financial statements filed by Parent with the SEC, other than liabilities and contingent liabilities arising in the ordinary course of business since the date of such financial statements.
No Other Liabilities. No Group Company has any actual or contingent obligations or liabilities (in any capacity including as principal contracting party or guarantor) in relation to any lease, licence or other interest in, or agreement relating to, land apart from the Properties.
No Other Liabilities. Except as set forth in Schedule 3.1(o), neither the Company nor any Subsidiary of the Company will have any material liability, whether absolute, accrued, contingent or otherwise, except liabilities (i) reflected on the consolidated balance sheet of the Company and its Subsidiaries as at March 31, 1997, or (ii) liabilities that (1) are incurred by the Company and its Subsidiaries after March 31, 1997 in the ordinary course of business and (2) could not reasonably be expected to have a Material Adverse Effect.
No Other Liabilities. Except as otherwise set forth in this Agreement, Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liabilities of Seller other than as specifically included in the Specified Liabilities. All such liabilities not being assumed by Buyer pursuant to Section 2.1.3 are referred to herein as the “Excluded Liabilities.”
No Other Liabilities. 19 It is expressly agreed and understood that, except as provided in Sections 4.1 and 4.2 hereof, Buyer is not assuming any liability or obligation of Seller of any kind or nature whatsoever, whether accrued or unaccrued, contingent or noncontingent, material or nonmaterial, or known or unknown as of the Closing Date, including, without limitation, any liability or obligation (i) for taxes (including sales or transfer taxes) now or hereafter owed by Seller, or any affiliate or person related to Seller, or attributable to the Acquired Assets or the Business, and relating to any period, or any portion of any period, ending on or prior to the Clos- ing Date or to the sale of the Acquired Assets to Buyer; (ii) under any contract or agreement other than the Assumed Contracts; (iii) accruing under the Assumed Contracts prior to the Clos- ing Date; (iv) relating to or arising out of any product manufactured or sold, or service rendered, by Seller prior to the Closing Date; (v) relating to or arising out of the relationship between Seller and any employee or independent contractor, including workers compensation claims; (vi) for monies due to any third party; or (vii) relating to or arising out of the conduct or operation of the Business prior to the Closing Date. The transfer of the Acquired Assets pursuant to this Agreement shall be free and clear of all Liens.