Liabilities Not Assumed Sample Clauses

Liabilities Not Assumed. The Purchaser will not assume any liabilities of the Vendor. The Purchaser will not be responsible for any liability of the Vendor, past, present or future, relating to the Claims, and the Vendor will indemnify and save harmless the Purchaser from and against any such claim.
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Liabilities Not Assumed. Except as expressly provided in Section 2.2(b), Buyer shall not assume, shall not take subject to and shall not be liable for, any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller, including, but not limited to the following:
Liabilities Not Assumed. Buyer shall not assume or undertake to pay, satisfy, or discharge any of Seller's liabilities, obligations, commitments, or responsibilities not expressly assumed by Buyer in this Agreement, including without limitation:
Liabilities Not Assumed. Except as expressly set forth in this Agreement, Buyer shall not assume or perform any Liabilities not covered in §2.3 hereof nor any of the following Liabilities (the “Excluded Liabilities”):
Liabilities Not Assumed a) In particular Aramex India will not be liable for any loss or damage to the shipment or a delay in picking up or delivering the shipment if it is; • Due to acts of God Force Majeure Occurrence of any cause reasonably beyond the control of Aramex India or loss or damage or caused through Strikes, riots, political and other disturbances such as fire, accident of the vehicle carrying the goods explosion beyond our control for the goods that are carried by us. • Caused by the act, fault or commission of the Shipper, the consignee or any other party claiming an interest in the shipment (including violation of any terms or conditions thereby or any other person) • Carrier such as airlines not adhering to schedule whatsoever. • The nature of the shipment or any defects characteristics inherent thereof. • Electrical or magnetic injury erasure of other such damage to photographic images or recording in any form
Liabilities Not Assumed. Other than the liabilities referred to in Section 1.4, Buyer shall not assume or be deemed to have assumed any of the liabilities or obligations of Seller of any kind (together, the "Unassumed Liabilities"), including, without limitation:
Liabilities Not Assumed. Notwithstanding any contrary provision contained herein, PSC shall not be deemed to have assumed, nor shall PSC assume (i) any liability which may be incurred by reason of any uncured material breach of or any monetary default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or vacation days; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Business or Seller or any person associated with the Business or Seller; (vi) any liability based upon or arising out of any tortious conduct or wrongful actions of Seller or any Shareholder; or (vii) any liability for the payment of any taxes imposed by law on Seller arising from or by reason of the transactions contemplated by this Agreement or otherwise.
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Liabilities Not Assumed. Notwithstanding any provision hereof to the contrary, the Buyer shall not assume, satisfy or perform any of the following Liabilities (the "Excluded Liabilities"):
Liabilities Not Assumed. Purchaser will not assume the following liabilities or obligations of Seller:
Liabilities Not Assumed. Purchaser shall not assume any Liabilities of Seller other than the Assumed Liabilities, nor shall it assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller:
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