Non-Assumption of Liabilities. Subject to the limitation on indemnification in Sections 8.6 and 8.7, Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Seller or the Business other than the Assumed Liabilities (as defined herein). Without limiting the 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 any 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 (provided such occurrences have a basis prior to the Closing Date), not otherwise disclosed to Buyer, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) having a basis prior to the Closing Date 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 having a basis prior to the Closing Date; (c) a violation by Seller or any Shareholder 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; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, having a basis prior to the Closing Date to or from the Real Property; (e) an agreement or arrangement in existence on the Closing Date 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...
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. 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. 35. 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 Company prior to and including the Closing Date.
Non-Assumption of Liabilities. Except as otherwise set forth in the Agreement, Buyer shall not assume or become responsible for any liability of Seller whenever incurred and irrespective of the nature of such liability. Without limiting the generality of the foregoing, Buyer shall not assume any of the following obligations nor shall any of the following become a liability of Buyer for any purpose:
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 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 or the operation of the 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 or guarantees thereof outstanding as of the Closing Date; any Liabilities arising out of or relating to a pending or actual breach of or default under any Assumed Contract by Seller occurring prior to the Closing Date; any Liability arising out of or related to products of Seller manufactured, installed 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 used in the Business 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; 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 2.1.11; all accrued but unpaid performance bonuses owed to Seller’s employees, any Liability or obligation relating to any Retained Contract or Retained Asset; all obligations of Seller under Section 3.3.3 and liabilities in connection therewith, including, without limitation, any change of control payments or incentive payments to Xxxx Xxxxxxx or other Persons that are triggered by the consummation of the transactions under this Agreement; and any other debts, liabilities or obligations of Seller not expressly included in the Assumed Liabilities.
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. Purchaser is not assuming and will not be liable for any trade and accounts payables, debts, liabilities or obligations of Seller, except payments to Knobbe, Martens, Xxxxx & Bear, LLP as noted in section 1.
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.
