Non-Assumption of Liabilities Clause Samples
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Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statement; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdra...
Non-Assumption of Liabilities. Manager shall not, by entering into and performing this Agreement, become liable for any of the existing or future obligations, liabilities or debts of Owner, and Manager shall not be managing the Facility assume or become liable for any of the obligations, debts and liabilities of Owner, and Manager will in its role as Manager of the Facility have only the obligation to exercise reasonable care in its management and handling of the funds generated from the operation of the Facility.
Non-Assumption of Liabilities. It is understood and agreed between the Parties that the Purchaser is not assuming and will not be liable for any of the liabilities, debts or obligations of the Seller arising out of the ownership or operation of the Corporation prior to and including the Closing Date.
Non-Assumption of Liabilities. Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of Seller (the “Retained Liabilities”); all Taxes arising from or with respect to the Purchased Assets (other than the portion of Transfer Taxes, if any, for which Purchaser is responsible in accordance with Section 8.7.2) or the operation of the GlobalTrak Business that are incurred in or attributable to any Pre-Closing Tax Period; any liability pursuant to any Environmental Law to the extent arising from or relating to any action, event, circumstance or condition occurring or existing on or prior to the Closing Date; any Indebtedness outstanding as of the Closing Date (except for obligations in respect of the Assumed Contracts to the extent assumed or to be assumed in accordance with Section 3.1.2 above, and the debts, obligations and liabilities to the extent assumed or to be assumed in accordance with Section 3.1.1 above); any liability existing immediately prior to Closing of the GlobalTrak Business to Seller or any of its Affiliates; any liability arising under the Assumed Contracts with respect to any breach or default of Seller existing on or prior to the Closing Date; any liability arising out of or related to Products of Seller manufactured or sold prior to Closing, including product liability claims (but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.3); any Liability arising out of claims of infringement of any Intellectual Property or Technology for infringements occurring prior to Closing; any Liability arising out of any Claim pending as of the Closing Date or arising out of any act or omission of Seller prior to the Closing Date; any Liability arising out of or resulting from Seller’s non-compliance with any Law or any Order of any Governmental Authority in connection with the operation of the GlobalTrak Business prior to the Closing; any liability relating to any indemnification obligation of Seller with respect to its officers or directors; any liability of Seller relating to the Contracts under which Purchaser receives Assigned Rights through Section 2.1.10; all accrued but unpaid performance bonuses owed to Seller’s employees, any liability or obligation relating to any Retained Asset; all obligations of Seller under Section 3.3.3 and liabilities in connection therewith; and any other debts, liabilities or obligations of Seller not expressly included in the Assumed Liabilities.
3.2.1. The Retained...
Non-Assumption of Liabilities. Neither Party shall be liable for the prior, existing or future obligations, liabilities or debts of the other Party.
Non-Assumption of Liabilities. Other than pursuant to the Sublease Agreement(s), neither the Purchaser nor any of its Affiliates will, directly or indirectly, assume any Liability of the Seller or its Affiliates of any kind, character or description attributable to the conduct of the Subject Business or the ownership or use of the Transferred Assets, in each case, prior to the Closing Date, regardless of when discovered or reported, including, but not limited to, the following Liabilities, which shall remain Liabilities of the Seller and/or its Affiliates:
(a) any Liability relating to any failure or alleged failure to comply with, or any violation or alleged violation of, any Applicable Law, which failure or violation occurred or is alleged to have occurred prior to the Closing Date;
(b) any Liability relating to any breach of any contract included in the Transferred Assets occurring prior to the Closing Date;
(c) any Liability with respect to (i) any employee benefit plan or employee benefits maintained by the Seller, (ii) the termination of any such employee benefits or employee benefit plan by the Seller, (iii) payroll and employee benefits accrued by any employee of the Seller, (iv) the termination of employment of any officer, employee, Representative, or Producer by the Seller (including, but not limited to, any such termination deemed to have occurred upon the consummation of the transactions contemplated by this Agreement) or (v) any “Success Bonus”, “Stay Bonus” or other bonus payable to any Transferred Employee pursuant to any bonus plan of Seller or its Affiliates;
(d) any legal, accounting, transactional, consultant, financial advisor or other expense relating to the negotiation and consummation of the transactions contemplated by this Agreement by or on behalf of the Seller and its Affiliates, shareholders, equity holders, officers, directors, and Representatives;
(e) any Liability arising under the express terms and conditions of the Insurance Contracts produced, issued, renewed or written by the Seller prior to the Closing Date; and
(f) any Liability for Taxes related to the Subject Business arising prior to the Closing Date
Non-Assumption of Liabilities. It is expressly understood and agreed that Purchaser shall not be liable for and hereby disclaims any assumption of any of the obligations, claims or liabilities of Seller and/or its Affiliates and/or of any third party of any kind or nature whatsoever arising from or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Patent Rights prior to the assignment and sale thereof to Purchaser.
Non-Assumption of Liabilities. Notwithstanding anything to the contrary, Cerulean shall not assume, or become responsible for, and Calando shall remain responsible for, the Calando Liabilities.
Non-Assumption of Liabilities. Unless expressly provided herein, the parties do not assume or become liable for any of the existing or future obligations, liabilities, or debts of the other.
Non-Assumption of Liabilities. Buyer shall not assume or be bound by any duties, responsibilities, obligations or liabilities of Seller of any kind or nature, known, unknown, contingent or otherwise, other than those obligations and liabilities expressly assumed by it pursuant to Sections 2.3 and 2.