Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality 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 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, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) 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; (c) a violation 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 other than ad valorem property taxes and similar taxes prorated on closing statement; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement 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 of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdra...
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. 33. 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 Seller prior to and including the Closing Date.
Non-Assumption of Liabilities. Buyer does not and shall not assume or become obligated to pay any debt, obligation or liability of any kind or nature of any Seller or the Businesses, whether or not incurred or accrued in connection with the operation of any of the Businesses, except the Assumed Liabilities or such other charges as are specifically allocated to Buyer elsewhere in this Agreement.
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. Except as specifically set forth on Schedule 2.2, in this Section 2.2 and in Sections 2.4 and 2.5 hereof, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder, any debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit of any nature whatsoever. Buyer shall assume the obligations arising subsequent to the Closing Date under all contracts, agreements, commitments and leases of Winlit being assigned or transferred to Buyer hereunder, but only to the extent disclosed in Schedule 1.1(c) or 2.2 hereto (collectively, the "Assumed Obligations"); provided, however, that notwithstanding any other provision of this Agreement, the Assumed Obligations shall not include any (i) debts, liabilities (contingent or otherwise) or obligations of any of the members of the Winlit Group or any shareholder of Winlit (including, without limitation, trade accounts payable and liabilities that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to the Closing Date) with respect to those Assumed Obligations referred to in this section, arising out of any contract, agreement, commitment or lease (a) required to be listed but not listed on Schedule 1.1(c) hereto (regardless of any knowledge thereof on the part of Buyer) or (b) the benefits of which are not validly assigned to Buyer, (ii) any liabilities arising from customer complaints or any related customer chargebacks (including all deductions of any kind) relating to the Business prior to the Closing Date, or (iii) any liability or obligation for Taxes, whether or not accrued, assessed or currently due and payable, including without limitation any liability for Taxes (a) any member of the Winlit Group or any shareholder of Winlit, whether or not it relates to the operation of Winlit's business, (b) arising from the operation of Winlit's business or the ownership of the Assets on or prior to the Closing Date or (c) arising out of the consummation of the transactions contemplated hereby (for purposes of this Section 2.2, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Winlit and Buyer based upon the number of days of su...
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.
