Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 15 contracts

Samples: Asset Purchase Agreement (Super League Enterprise, Inc.), Asset Purchase Agreement (Item 9 Labs Corp.), Asset Purchase Agreement (ARC Group Worldwide, Inc.)

AutoNDA by SimpleDocs

Excluded Liabilities. Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller (collectively, the "Excluded Liabilities"):

Appears in 10 contracts

Samples: Purchase and Sale Agreement (Vermont Pure Holdings LTD/De), Purchase and Sale Agreement (Pennsylvania Electric Co), Asset Purchase Agreement (Pennsylvania Electric Co)

Excluded Liabilities. The Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):obligations:

Appears in 9 contracts

Samples: Asset Purchase Agreement (Pg&e Corp), Asset Sales Agreement (NRG Energy Inc), Asset Purchase Agreement (New England Electric System)

Excluded Liabilities. Buyer shall does not assume and shall will not be responsible obligated to pay, perform perform, or otherwise discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 9 contracts

Samples: Asset Purchase Agreement (Aquila Inc), Asset Purchase Agreement (Empire District Electric Co), Asset Purchase Agreement (Aquila Inc)

Excluded Liabilities. Other than for the Assumed Liabilities, Buyer shall not assume and shall not be responsible to payfor any other debts, perform or discharge any of the following claims, commitments, liabilities or obligations of Seller or the Business (collectively, the "Excluded Liabilities”):"), including without limitation any and all liabilities, obligations or commitments of Seller (except those that constitute Assumed Liabilities) relating to and arising out of any of the following:

Appears in 6 contracts

Samples: Asset Purchase Agreement (California Microwave Inc), Asset Purchase Agreement (Southern California Microwave Inc), Asset Purchase Agreement (L 3 Communications Holdings Inc)

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume or become liable or obligated in any way and Seller shall not be responsible retain and remain solely liable for any obligation to pay, perform or and discharge all Liabilities of Seller, regardless of when asserted, including without limitation, any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 4 contracts

Samples: Hospital Asset Purchase Agreement, Hospital Asset Purchase Agreement, Asset Purchase Agreement

Excluded Liabilities. Notwithstanding Section 2.3, Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations Liabilities of Seller (collectively, the "Excluded Liabilities"):

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Delmarva Power & Light Co /De/), Purchase and Sale Agreement (Delmarva Power & Light Co /De/), Purchase and Sale Agreement (Atlantic City Electric Co)

Excluded Liabilities. The Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller (collectively, the "Excluded Liabilities"):

Appears in 4 contracts

Samples: Generating Station Sales Agreement (Orange & Rockland Utilities Inc), Orange & Rockland Utilities Inc, Orange & Rockland Utilities Inc

Excluded Liabilities. Buyer shall not assume and shall not or be responsible to pay, perform or discharge for the performance of any of the following liabilities or obligations of Seller Liabilities (collectively, the “Excluded Liabilities”):

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Public Service Co of New Hampshire), Purchase and Sale Agreement, Purchase and Sale Agreement

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities Liabilities of Sellers or obligations of Seller their respective Affiliates (each, an “Excluded Liability”, and collectively, the “Excluded Liabilities”):

Appears in 4 contracts

Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.)

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume or be liable for hereunder any Liabilities of Seller other than the Assumed Liabilities, and Seller shall not retain and be responsible to payfor all other Liabilities of Seller (other than the Assumed Liabilities), perform or discharge any of including the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.), Asset Purchase Agreement (Sequential Brands Group, Inc.), Asset Purchase Agreement (Sequential Brands Group, Inc.)

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume and shall not or be responsible to pay, perform or discharge liable for any of the following Sellers' liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):whatsoever.

Appears in 3 contracts

Samples: Agreement of Sale (Mace Security International Inc), Agreement of Sale (Mace Security International Inc), Asset Purchase Agreement (Mace Security International Inc)

Excluded Liabilities. Except for the Assumed Liabilities subject to Section 2.03, Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following other liabilities or obligations of Seller or its Subsidiaries (collectively, the “Excluded Liabilities”):). Excluded Liabilities, without limitation, are as follows:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (SOCIAL REALITY, Inc.)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (collectively, the “Excluded Liabilities”):). Seller shall, and shall cause each of their respective Affiliates to, pay and satisfy in due course all Excluded Liabilities that they are obligated to pay and satisfy.

Appears in 3 contracts

Samples: Asset Purchase Agreement (808 Renewable Energy Corp), Asset Purchase Agreement (Token Communities Ltd.), Asset Purchase Agreement (Token Communities Ltd.)

Excluded Liabilities. Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Globe Photos, Inc.), Asset Purchase Agreement (Cleanspark, Inc.), Asset Purchase Agreement (Pioneer Power Solutions, Inc.)

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and shall not or be responsible to payfor the performance of any Liabilities of Seller including, perform or discharge without limitation, any of the following liabilities or obligations of Seller Liabilities (collectively, the “Excluded Liabilities”):

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Public Service Co of New Hampshire), Purchase and Sale Agreement, Purchase and Sale Agreement

Excluded Liabilities. Buyer Purchaser shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Public Service Co of New Mexico), Purchase and Sale Agreement (Public Service Co of New Mexico), Purchase and Sale Agreement (Public Service Co of New Mexico)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations Liabilities of Seller (collectively, the “Excluded Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.), Asset Purchase Agreement (Recruiter.com Group, Inc.)

Excluded Liabilities. The Buyer shall not assume and shall not or in any way be responsible to pay, perform for the following Liabilities of the Sellers or discharge any of the following liabilities or obligations of Seller their respective Affiliates (collectivelysuch Liabilities, other than those constituting Assumed Liabilities, the “Excluded Liabilities”):

Appears in 2 contracts

Samples: Sale Agreement (Emcore Corp), Asset Sale Agreement (Nant Health, LLC)

Excluded Liabilities. Except as specifically provided in this Section 2.4, the Buyer shall does not assume and shall will not be responsible obligated to pay, perform or other otherwise discharge any of the following liabilities Liabilities of the Seller or obligations any Affiliate of the Seller (collectively, the “Excluded Liabilities”):), all of which shall remain the sole responsibility of the Seller, including the following liabilities and obligations:

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (PBF Energy Inc.), Asset Sale and Purchase Agreement (PBF Energy Inc.)

Excluded Liabilities. Buyer shall not assume and shall not or be responsible obligated to pay, perform or or‌ otherwise discharge any of the following liabilities or obligations of Seller (collectively, all of such liabilities not so assumed by Xxxxx being referred to herein as the "Excluded Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of of, and Seller shall and shall cause its Subsidiaries to, timely perform, satisfy, and discharge in accordance with their respective terms, the following liabilities or obligations of Seller and its Subsidiaries arising out of, relating to or otherwise in respect of the Business or the Acquired Assets prior to the Closing, including the following (collectively, the “"Excluded Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alliqua BioMedical, Inc.)

Excluded Liabilities. Except as expressly provided in Section 1.2, Buyer shall not assume and shall not or be responsible to pay, perform or discharge liable for any of the following liabilities or obligations other Liabilities of Seller or any other Person, whether or not relating to the Business (collectively, the "Excluded Liabilities”):"), including the following:

Appears in 2 contracts

Samples: Purchase Agreement (Hartmarx Corp/De), Purchase Agreement (Hartmarx Corp/De)

Excluded Liabilities. Buyer Purchaser shall not assume and shall not be responsible to payliable for, perform or discharge and Sellers shall indemnify, defend and hold Purchaser harmless against, any of the following liabilities or obligations of Seller Sellers, regardless of the type or nature of such liabilities or obligations (collectively, the "Excluded Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Blue Steel Capital Corp), Asset Purchase Agreement (Republic Technologies International Holdings LLC)

Excluded Liabilities. The Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller any of the Sellers other than the Assumed Obligations (collectively, the "Excluded Liabilities”):").

Appears in 2 contracts

Samples: Asset Purchase Agreement (Teligent Inc), Asset Purchase Agreement (Teligent Inc)

Excluded Liabilities. Buyer shall does not assume and shall will not be responsible obligated to pay, perform perform, or otherwise discharge any of the following liabilities or obligations of Seller (collectively, the "Excluded Liabilities"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (WPS Resources Corp), Asset Purchase Agreement (WPS Resources Corp)

Excluded Liabilities. Buyer shall Purchaser will not assume and shall not or be responsible to pay, perform or discharge liable for any of the following liabilities or obligations Liabilities of Seller which shall remain the sole responsibility of Seller (collectively, the “Excluded Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/), Asset Purchase Agreement (Strategic Diagnostics Inc/De/)

Excluded Liabilities. Buyer Buyers shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller or any of its Affiliates (including those related to the Business) other than those specifically defined herein as the Assumed Liabilities (collectively, the “Excluded Liabilities”):). The Excluded Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller and its Affiliates. Without limiting the generality of the foregoing, the Excluded Liabilities include the following:

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Ariba Inc)

Excluded Liabilities. Notwithstanding the foregoing, the Buyer shall not assume and shall not or be responsible to pay, perform or discharge for any Liabilities of the following liabilities Sellers or obligations of Seller their Affiliates set forth below (collectively, the “Excluded Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Opko Health, Inc.)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of otherwise become liable for the following obligations and liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (RDE, Inc.), Asset Purchase Agreement (RDE, Inc.)

Excluded Liabilities. Buyer Notwithstanding anything to the contrary in Section 2.3, Buyers shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller (collectively, the "Excluded Liabilities"):

Appears in 2 contracts

Samples: Purchase Agreement (Conectiv), Purchase Agreement (Conectiv)

Excluded Liabilities. Buyer shall not and does not assume and shall not be responsible any Liability of Sellers whatsoever relating to pay, perform or discharge arising out of any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Constellation Energy Group Inc)

Excluded Liabilities. Buyer Subject to the provisions of Section 2.04, Buyers shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Sellers or any of their Affiliates of any kind or nature whatsoever other than the following liabilities or obligations of Seller Assumed Liabilities (collectively, the “Excluded Liabilities”):).

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (General Cable Corp /De/), Stock and Asset Purchase Agreement (Standard Motor Products Inc)

Excluded Liabilities. Other than the Assumed Liabilities, Buyer shall not assume and shall not be responsible to payfor any other debts, perform or discharge any of the following claims, commitments, liabilities or obligations of Seller or the Business (collectively, the "Excluded Liabilities”):"). Without limiting the generality of the foregoing and notwithstanding anything herein that may be to the contrary, Excluded Liabilities include any and all debts, claims, commitments, liabilities or obligations of Seller or the Business relating to or arising out of any of the following:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fidelity National Financial Inc /De/), Asset Purchase Agreement (Fidelity National Information Solutions Inc)

Excluded Liabilities. Except as expressly provided in Section 1.2, Buyer shall not assume and shall or be liable for any other Liabilities of Sellers or any other Person, whether or not be responsible relating to pay, perform or discharge any of the following liabilities or obligations of Seller Business (collectively, the "Excluded Liabilities”):"), including the following:

Appears in 2 contracts

Samples: Purchase Agreement (Hartmarx Corp/De), Purchase Agreement (Hartmarx Corp/De)

Excluded Liabilities. Other than the Assumed Liabilities, Buyer shall will not assume and shall not be responsible to payassume, perform perform, or discharge any obligation or liability of the following liabilities or obligations of Seller (collectivelySeller, the “Excluded Liabilities”):including but not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of the following liabilities Sellers of any kind or obligations of Seller nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”):).

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (MedMen Enterprises, Inc.)

Excluded Liabilities. Buyer shall not assume and Except as specifically provided in Section 2.2 hereof, the Purchaser shall not be responsible to payfor the payment of any liabilities of Seller, perform or discharge any of including, but not limited to, the following liabilities or liabilities, contracts, commitments and other obligations of Seller (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Commerce Corp)

Excluded Liabilities. Buyer shall not assume and shall not be or become responsible to pay, perform or discharge for any of the following liabilities or obligations of Seller the Sellers (collectively, the "Excluded Liabilities”):"), whether accrued, absolute or contingent and Sellers shall be responsible for the Excluded Liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Jpe Inc)

Excluded Liabilities. Buyer shall and Seller hereby agree that Buyer is not assume assuming and shall will not be responsible to pay, perform or discharge any of the following liabilities or obligations liability of Seller other than the Assumed Liabilities (collectivelysuch excluded liabilities, the “Excluded Liabilities”):). All Excluded Liabilities will remain the sole responsibility of and will be retained, paid, performed and discharged solely by Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Liabilities. Except for the Assumed Liabilities as specifically set forth in Section 1.03, the Buyer does not and shall not assume or agree to assume, and shall not be responsible to payacquire or take over, perform or discharge any liabilities and obligations of the following liabilities Sellers and the Key Employees of any nature, direct, contingent or obligations of Seller (collectivelyotherwise including, without limitation, the following (the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Mediq Inc)

Excluded Liabilities. Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”):), including, without limitation:

Appears in 1 contract

Samples: Employment Agreement (TPT Global Tech, Inc.)

Excluded Liabilities. Other than the Assumed Liabilities subject to Section 2.03, Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):), which Excluded Liabilities shall continue to be debts, liabilities and obligations of Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Lancaster Colony Corp)

Excluded Liabilities. The Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities liabilities, obligations or obligations commitments of the Seller or any of its Subsidiaries (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Eplus Inc)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of of, and Seller shall timely perform, satisfy, and discharge in accordance with their respective terms, the following liabilities or obligations of Seller arising out of, relating to or otherwise in respect of the Business or the Acquired Assets prior to the Closing, including the following (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (SANUWAVE Health, Inc.)

Excluded Liabilities. Buyer shall not assume and shall not or be responsible to pay, perform or discharge for the performance of any of the following liabilities or obligations of Seller Liabilities (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Connecticut Light & Power Co)

Excluded Liabilities. Notwithstanding Section 2.3, Buyer shall not assume does not, and shall not not, assume, be responsible to pay, perform or discharge any of the following obligations or liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):), all of which shall be retained by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (SeqLL, Inc.)

Excluded Liabilities. Buyer shall not assume and shall not or in any way be responsible to payfor, perform or discharge any of and Seller shall remain responsible for, the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):and shall indemnify and hold Buyer harmless with respect to such liabilities and obligations:

Appears in 1 contract

Samples: Asset Purchase Agreement (Viewcast Com Inc)

Excluded Liabilities. Buyer Purchaser shall not assume and shall not or be responsible obligated to pay, perform or otherwise assume or discharge the following Liabilities of Seller or any of the following liabilities or obligations of Seller its affiliates (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Sears Roebuck & Co)

Excluded Liabilities. Except for Assumed Liabilities, the Buyer shall will not, and does not assume and shall not be responsible assume, agree to pay, perform or discharge discharge, indemnify the Sellers against or otherwise have any responsibility for any liabilities, costs or expenses, claims or losses of the following liabilities or obligations of Seller Sellers (collectively, the “Excluded Liabilities”):), including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Image Sensing Systems Inc)

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following other liabilities or obligations of the Seller (collectively, the “Excluded Liabilities”):).

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (EzFill Holdings Inc)

Excluded Liabilities. Buyer Purchaser shall not assume and shall not or be responsible to pay, perform or discharge any of liable for the following liabilities Liabilities of Seller or obligations any other Person, whether or not relating to the Assets or the Business of Seller (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Huron Consulting Group Inc.)

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume assume, and shall not be responsible obligated to pay, perform or discharge any Liabilities of Seller, which Liabilities shall be retained by Seller and shall hereafter be referred to as the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):"

Appears in 1 contract

Samples: Asset Purchase Agreement (Vertex Energy Inc.)

Excluded Liabilities. Except as specifically set forth herein, Buyer shall not assume assume, and shall not be responsible deemed to payhave assumed, perform and shall have no responsibility or discharge obligation whatsoever for, any liabilities of, or claims against, Seller or any of the following liabilities or obligations of Seller Assets (collectively, the “Excluded Liabilities”):), which shall include without limitation the following:

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets

Excluded Liabilities. Buyer Notwithstanding anything herein to the contrary, Seller shall maintain sole responsibility of, and solely shall retain, pay, perform, and discharge, the following liabilities of Seller, and Purchaser shall not assume and shall not be responsible to payassume, perform or discharge any of the following liabilities or obligations of Seller Liabilities (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Amergent Hospitality Group Inc.)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Northwest Pipe Co)

Excluded Liabilities. The Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the liabilities or obligations of the Sellers other than the Assumed Liabilities, including the following liabilities or obligations of Seller the Sellers (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (LPL Financial Holdings Inc.)

Excluded Liabilities. Buyer Purchaser shall not assume and shall not or be responsible obligated to pay, perform or otherwise assume or discharge the following Liabilities of Seller or any of its affiliates (the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Kmart Holding Corp)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or otherwise discharge (and Seller shall retain, pay, perform and otherwise discharge) any of the following liabilities or obligations Liabilities of Seller (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Centene Corp)

Excluded Liabilities. (a) Buyer shall not assume and assume, nor shall not be responsible it agree to pay, perform or discharge any liability or obligation of the following liabilities any kind or obligations nature whatsoever of Seller or its predecessors (collectively, the “Excluded Liabilities”):), including, without limitation,

Appears in 1 contract

Samples: Asset Purchase Agreement (Next Inc/Tn)

Excluded Liabilities. Buyer Other than the Assumed Liabilities, Purchaser shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller Vendor (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Trans World Entertainment Corp)

AutoNDA by SimpleDocs

Excluded Liabilities. Except as expressly provided in Section 1.3, Buyer shall not assume and shall not or be responsible to pay, perform or discharge liable for any of the following liabilities or obligations other Liabilities of Seller or any other Person, whether or not relating to the Business (collectively, the “Excluded Liabilities”):), including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Hampshire Group LTD)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller Sellers (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Layne Christensen Co)

Excluded Liabilities. Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge liable for any of the following liabilities Liabilities or obligations of Seller Sellers or relating to the Purchased Assets, regardless of the type or nature of such Liabilities or obligations (collectively, the "Excluded Liabilities”):").

Appears in 1 contract

Samples: Asset Purchase Agreement (PAV Republic, Inc.)

Excluded Liabilities. Notwithstanding Section 2(c) hereof, Buyer is not assuming, and Seller shall not assume retain and shall not be responsible for and to paypay and discharge when due, perform or discharge any of the following liabilities or and obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Purchase and Sale Agreement

Excluded Liabilities. Buyer Buyers shall not assume any liabilities and shall not be responsible obligations (whether known or unknown, fixed or contingent) with respect to pay, perform or discharge any of Assets for the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):Liabilities identified in this Section 3.02.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Revett Minerals Inc.)

Excluded Liabilities. Buyer shall not assume and shall not be liable or responsible to pay, perform or discharge for any of the following liabilities or obligations of either Seller (collectively, the “Excluded Liabilities”):), subject to Section 8.9:

Appears in 1 contract

Samples: Asset Purchase Agreement (FreightCar America, Inc.)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform perform, or discharge any of the following liabilities Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Digipath, Inc.)

Excluded Liabilities. The Buyer shall not assume and shall not or in any way be responsible to pay, perform for the following Liabilities of the Sellers or discharge any of the following liabilities or obligations of Seller their respective Affiliates (such Liabilities, collectively, the “Excluded Liabilities”):), all of which Liabilities will be retained by the Company, the other Sellers or its or their Affiliates:

Appears in 1 contract

Samples: Asset Sale Agreement (Harris Corp /De/)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller or any of its Affiliates that are not Assumed Liabilities (collectively, the “Excluded Liabilities”):). Excluded Liabilities include the following liabilities and obligations of Seller or any of its Affiliates:

Appears in 1 contract

Samples: Asset Purchase Agreement (GPB Holdings II, LP)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations Liabilities of Seller of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”):).

Appears in 1 contract

Samples: Asset Purchase Agreement (Avalo Therapeutics, Inc.)

Excluded Liabilities. Buyer shall is not assume and shall not be responsible assuming or agreeing to pay, perform pay or discharge any of the following liabilities or obligations Liabilities of Seller or any of its Subsidiaries, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished (collectively, the “Excluded Liabilities”):), notwithstanding any other provision of this Agreement:

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Danaher Corp /De/)

Excluded Liabilities. The Buyer shall not directly or indirectly assume and shall not or be responsible to pay, perform or discharge for any of the following liabilities or obligations of the Seller (collectively, the “"Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Alden Electronics Inc)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities Liabilities or obligations of Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Foster L B Co)

Excluded Liabilities. Except for the liabilities that Buyer shall will assume pursuant to Section 1.4, Buyer will not assume and shall not or be responsible to payobligated for any other liability, perform obligation or discharge commitment of Seller, direct or indirect, known or unknown, absolute or contingent, including any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Masada Security Holdings Inc)

Excluded Liabilities. Buyer shall not assume and shall not or be responsible to pay, perform or discharge any of liable for the following liabilities or obligations Liabilities of Seller (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Sale Agreement (Wisconsin Energy Corp)

Excluded Liabilities. Notwithstanding anything to the contrary contained herein, Buyer shall not assume assume, be bound by and shall not be obligated or responsible to pay, perform or discharge any of the following liabilities Liabilities, duties or obligations responsibilities of Seller (including successor liability or de facto merger) and any other Liability based upon, arising under or with respect to events or conditions occurring at or prior to the consummation of the Closing (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Agreement (Aetrium Inc)

Excluded Liabilities. Buyer shall will not assume and shall not or be responsible to pay, perform or discharge liable for any of the following liabilities or obligations Liabilities of Seller (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Bancorp, Inc.)

Excluded Liabilities. Buyer shall not assume and shall not assume, or in any way be liable or responsible to payfor, perform or discharge any of liability other than the Assumed Liabilities, including the following liabilities or obligations of Seller or the Business Affiliates (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Model N, Inc.)

Excluded Liabilities. Buyer Except for Assumed Liabilities, the Purchaser shall not, and does not assume and shall not be responsible assume, agree to pay, perform or discharge discharge, indemnify the Seller against or otherwise have any responsibility for any liabilities, costs, expenses, claims against or losses of the following liabilities or obligations of Seller (collectivelycollectively the "Excluded Liabilities"), including, without limitation, the “Excluded Liabilities”):following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Optimal Robotics Corp)

Excluded Liabilities. The Buyer shall does not assume and shall will not be become responsible to pay, perform or discharge for any of the following liabilities or and obligations of the Seller (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Lasalle Partners Inc)

Excluded Liabilities. The Buyer Parties shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Acquisition Agreement (Odyssey Marine Exploration Inc)

Excluded Liabilities. The Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Indiana Energy Inc)

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller Sellers (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Rentech, Inc.)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):) as set forth below:

Appears in 1 contract

Samples: Assignment and Assumption Agreement (U.S. Rare Earth Minerals, Inc)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of the Seller Parties (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Tremor Video Inc.)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”):), including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonoco Products Co)

Excluded Liabilities. Neither the Buyer nor its Designated Affiliates shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Asset Seller (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Purchase Agreement (General Cable Corp /De/)

Excluded Liabilities. Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller (collectively, all of such liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Norfolk Southern Corp)

Excluded Liabilities. Notwithstanding anything to the contrary herein, Buyer shall not assume and shall not be responsible to pay, perform perform, discharge when due or discharge otherwise become responsible or liable for any of the following liabilities or obligations of Seller and its Subsidiaries (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectrum Pharmaceuticals Inc)

Excluded Liabilities. Other than the Assumed Liabilities, Buyer shall does not assume and shall not be responsible to pay, perform liable for any obligations or discharge any of the following liabilities or obligations Liabilities of Seller (collectively, the “Excluded Liabilities”):), including but not limited to the following;

Appears in 1 contract

Samples: Asset Purchase Agreement

Excluded Liabilities. Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller (collectively, all of such liabilities not so assumed by Buyer being referred to herein as the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Norfolk Southern Corp)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any liabilities of Seller or its Affiliates other than the Assumed Liabilities, including any of the following liabilities or obligations of Seller or its Affiliates (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Higher One Holdings, Inc.)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller or any of its Affiliates that are not expressly Assumed Liabilities (collectively, the “Excluded Liabilities”):), and all Excluded Liabilities shall remain the obligations of Seller from and after the Closing. The Excluded Liabilities include, but are not limited to, all of the following liabilities:

Appears in 1 contract

Samples: Asset and Equity Purchase Agreement (Asure Software Inc)

Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller not expressly assumed by Buyer pursuant to Section 2.03 (collectively, the "Excluded Liabilities”):"), including all of the following Liabilities and obligations:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Customers Bancorp, Inc.)

Excluded Liabilities. Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller Liabilities (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Perspective Therapeutics, Inc.)

Excluded Liabilities. Buyer BUYER shall not assume and shall not assume, or in any way be responsible to payliable for the payment, perform performance or discharge of, any of the following liabilities or obligations of Seller SELLER or any of its affiliates (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Sale Agreement (Playtex Products Inc)

Excluded Liabilities. Notwithstanding the foregoing, Buyer shall not -------------------- assume and shall not or be responsible obligated to pay, perform or otherwise discharge any of the following liabilities or obligations of Seller (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Boston Edison Co)

Excluded Liabilities. Buyer shall not assume and shall not or be responsible to pay, perform or discharge for the performance of any of the following liabilities or obligations of Seller Liabilities (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Connecticut Light & Power Co)

Excluded Liabilities. Buyer shall not assume and shall not be liable or responsible to pay, perform or discharge for any of the following liabilities or obligations of either Seller (collectively, the “Excluded Liabilities”, subject to Section 6.7):

Appears in 1 contract

Samples: Asset Purchase Agreement (FreightCar America, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.