Common use of Liabilities Not Assumed Clause in Contracts

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”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Stanadyne Corp), Asset Purchase Agreement (Gentek Inc)

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Liabilities Not Assumed. Except as expressly set forth Notwithstanding anything in this AgreementAgreement to the contrary, the Buyer shall will not assume or perform any Liabilities liabilities or obligations not covered in §2.3 specifically contemplated by Section 1.3 hereof nor any of the following Liabilities obligations and liabilities (the “Excluded Liabilities”whether or not contemplated by Section 1.3):

Appears in 1 contract

Samples: Asset Purchase Agreement (Afc Cable Systems Inc)

Liabilities Not Assumed. Except as expressly set forth in this Agreement, the Buyer shall will not assume or perform any Liabilities not covered in §specifically contemplated by Section 2.3 hereof nor any of the following Liabilities (the “Excluded Liabilities”whether or not contemplated by Section 2.3):

Appears in 1 contract

Samples: Asset Purchase Agreement (Miami Cruiseline Services Holdings I B V)

Liabilities Not Assumed. Except as expressly set forth in this Agreement, the Buyer shall does not assume or agree to perform any Liabilities not covered in §specifically contemplated by Section 2.3 hereof nor hereof, including any of the following Liabilities (collectively, the "Excluded Liabilities"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Systems Inc)

Liabilities Not Assumed. Except as expressly set forth in this Agreement, Buyer shall the Buyers do not assume or perform any Liabilities or obligations not covered in §specifically contemplated by Section 2.3 hereof nor any of the following Liabilities and obligations (collectively the "Excluded Liabilities”):")

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Systems Inc)

Liabilities Not Assumed. Except as expressly set forth in this Agreement, the Buyer shall will not assume or perform any Liabilities not specifically covered in §2.3 hereof nor any of including but not limited to the following Liabilities (the “Excluded Liabilities”)::

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Generation Systems Inc)

Liabilities Not Assumed. Except as expressly set forth in this Agreement, the Buyer shall will not assume or perform any Liabilities not covered in §specifically contemplated by Section 2.3 hereof nor hereof, including but not limited to, any of the following Liabilities (the “Excluded Liabilities”whether or not contemplated by Section 2.3):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ariel Corp)

Liabilities Not Assumed. Except as expressly set forth in this Agreement, the Buyer shall will not assume or perform any Liabilities not specifically covered in §2.3 hereof nor any of including, but not limited to, the following Liabilities (the “Excluded Retained Liabilities”):), which shall be retained by the Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Iparty Corp)

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Liabilities Not Assumed. Except as expressly set forth in this Agreement, the Buyer shall will not assume or perform any Liabilities not specifically covered in §§ 2.3 hereof nor any of including but not limited to the following Liabilities (collectively, the “Excluded Liabilities”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Katy Industries Inc)

Liabilities Not Assumed. Except as expressly set forth in this Agreement, the Buyer shall will not assume or perform any Liabilities or obligations not covered in §specifically contemplated by Section 2.3 hereof nor any of the following Liabilities and obligations (the “Excluded Liabilities”whether or not contemplated by Section 2.3 unless specifically contemplated by this Section 2.4):

Appears in 1 contract

Samples: Asset Purchase Agreement (Standard Microsystems Corp)

Liabilities Not Assumed. Except as expressly set forth in this Agreement, no Buyer shall not assume assumes or agrees to perform any Liabilities not covered in §specifically contemplated by Section 2.3 hereof hereof, nor any of the following Liabilities (collectively the “Excluded Liabilities”"EXCLUDED LIABILITIES"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Peregrine Systems Inc)

Liabilities Not Assumed. Except as expressly set forth in this Agreement, the Buyer shall will not assume or perform any Liabilities not specifically covered in §2.3 hereof nor any of including, but not limited to, the following Liabilities (the “Excluded Retained Liabilities”):), which shall be retained by the Sellers:

Appears in 1 contract

Samples: Asset Purchase Agreement (Iparty Corp)

Liabilities Not Assumed. Except as expressly set forth Notwithstanding anything in this Agreement------------------------ Agreement to the contrary, the Buyer shall will not assume or perform any Liabilities liabilities or obligations not covered in §2.3 specifically contemplated by Section 1.3 hereof nor including, without limitation, any of the following Liabilities (the “Excluded Liabilities”):obligations and liabilities:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sybron Chemicals Inc)

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