Liabilities Excluded. In addition to the liabilities set forth in paragraphs 2(a), 2(b) and 10 above, this Agreement shall not apply to the investment operation or liabilities for federal income tax or other liabilities excluded by this Agreement.
Liabilities Excluded. Buyer shall not and does not hereby assume or become liable for any obligations, liabilities or indebtedness of Seller, whether due or to become due, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, contingent, executory or otherwise, howsoever or whenever arising, which are not expressly assumed by Buyer in writing, including but not limited to (a) any of Seller's accounts payable; and (b) Seller's obligations under its mortgages and its lines of credit, if any (the "Lines of Credit"), all of which shall be satisfied by Seller on or before the Closing Date; and (c) the agreements between Seller and MNK Info and Infoscriber.
Liabilities Excluded. In connection with Buyer’s purchase of the Assets, Buyer shall not assume or become responsible for any indebtedness, liabilities or obligations of Seller (the “Liabilities”), except that Buyer shall assume the obligations of Seller accruing from and after the Closing Date under all contracts, agreements and understandings included in the Assets.
Liabilities Excluded. Buyer shall not assume any Liabilities of Seller related to the Assets, either directly or indirectly, and any and all such other Liabilities as they relate to the Assets shall be satisfied by Seller in full prior to the Closing of this Agreement.
Liabilities Excluded. This Agreement is for the purchase and sale of the Assets only. Accordingly, notwithstanding any other provision hereof, this Agreement excludes, and Buyer does not assume, any liabilities of Seller, except as specifically set forth herein. As provided herein, Seller's obligations to trade creditors and other persons having claims against Seller shall be paid by Seller. Any and all other accounts payable or other obligations or liabilities accruing to and existing on the Transfer Date are and shall remain the sole obligation and responsibility of Seller.
Liabilities Excluded. In connection with Buyer’s purchase of the Assets, Buyer shall not assume or become responsible for any indebtedness, liabilities or obligations of Seller (the “Liabilities”).
Liabilities Excluded. Unless expressly assumed by the Purchaser -------------------- pursuant to this Agreement, the Purchaser shall neither assume nor be liable for, and the Seller shall retain, satisfy in full and defend and indemnify and hold the Purchaser harmless against, all debts, liabilities, obligations, claims, contingencies, causes of action, accounts or notes payable, accrued expenses or related obligations, or any federal, state or local income, property, sales, franchise, or other tax liabilities of the Seller, the Interestholders, or any other of their affiliates, including but not limited to any tax liabilities incurred as a result of this transaction. Excluded liabilities shall be deemed to include, without limitation, all liabilities other than those specifically stated in Section 2.1 as being assumed.
Liabilities Excluded. The above animal is boarded, trained or otherwise handled or cared for by the handler without liability of the following: Loss or damage from disease, bloat, death, injury or death while being housed or transported, theft, running away, injury to or from persons, injury to or from other dogs, injury to property, or other unavoidable causes.
Liabilities Excluded. Except for the liabilities and obligations expressly assumed by Buyer herein, the Buyer does not assume, shall not be deemed or construed by the terms or provisions of this Agreement to have assumed, and hereby expressly disclaims any intent to assume any other liabilities or obligations of any kind of Seller or the Dental Practice.
Liabilities Excluded. Buyer shall not assume and shall not be liable for, and Seller and its direct or indirect subsidiaries shall retain and remain solely liable for and obligated to discharge, all of the debts, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever of Seller and its direct and indirect subsidiaries, whether known or unknown, accrued or not accrued, fixed or contingent, including without limitation, the following:
