Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume nor become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained Liabilities").

Appears in 5 contracts

Samples: Asset Purchase Agreement (New Horizons Worldwide Inc), Asset Purchase Agreement (New Horizons Worldwide Inc), Asset Purchase Agreement (New Horizons Worldwide Inc)

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Retained Liabilities. Except for Other than the Assumed Liabilities, Buyer shall not assume nor become assume, or be deemed to have assumed or guaranteed, or otherwise be responsible for for, any liability Liability, obligation, or obligation of Seller claim of any nature whatsoeverof Seller, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, accruedor whether arising out of acts or occurrences before, absoluteon, contingent or otherwise after the date hereof (collectively, the "Retained “Excluded Liabilities").

Appears in 1 contract

Samples: Asset Purchase Agreement (Tornier B.V.)

Retained Liabilities. Except for Other than the Assumed Liabilities, Buyer shall not assume nor become responsible for any liability or obligation Liabilities of Seller which shall remain the sole responsibility of any nature whatsoeverSeller, whether known or unknownincluding, accrued, absolute, contingent or otherwise (the "Retained Liabilities").without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (BTG Inc /Va/)

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall Purchaser will not assume nor become or otherwise be responsible for any liability liabilities or obligation obligations of Seller either or both of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise Sellers (the "Retained Liabilities")) regardless of nature, and whether or not in existence or hereafter arising.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Certain (Medical Defense Holding Co)

Retained Liabilities. Except for the Assumed Liabilities, Buyer is not assuming, nor shall not assume nor become it in any way be liable or responsible for for, any liability liabilities, obligations or obligation debts of Seller of any nature whatsoeverSeller, whether known or unknown, accrued, absolute, contingent or otherwise (otherwise, arising before or after the "Retained Liabilities")Closing, whether or not such liabilities are related to the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinobiomed Inc)

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume nor become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (otherwise, notwithstanding anything in this Agreement to the "Retained Liabilities")contrary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hickok Inc)

Retained Liabilities. Except for Notwithstanding anything in this Agreement to the Assumed Liabilitiescontrary, Buyer shall not assume nor or become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (otherwise, or any claim against Seller, except to the "Retained Liabilities")extent specifically assumed by Buyer pursuant to Section 3.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Technology Systems Inc /De/)

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall Purchaser does not assume nor become responsible and shall in no event be liable for any liability or obligation of Seller Liability of any nature whatsoeverSeller, or any Affiliate or successor of such Seller, or any claim against any of the foregoing, whether known or unknown, accrued, contingent or absolute, contingent or otherwise otherwise, including, without limitation, the following (collectively, the "Retained Liabilities").”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Assure Holdings Corp.)

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Retained Liabilities. Except for the Assumed Liabilities, the Buyer shall not not, by virtue of its acquisition of the Purchased Assets or otherwise, assume nor or become responsible for any liability or obligation of Seller Liabilities of any Seller or any Affiliate of any Seller, any Member or any of the Businesses, of any kind and nature whatsoeverthat are not expressly included within the definition of Assumed Liabilities (collectively, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained Liabilities")., including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Dollar Financial Corp)

Retained Liabilities. Except for the Assumed Liabilities, the Buyer shall not not, by virtue of its acquisition of the Purchased Assets or otherwise, assume nor or become responsible for any liability or obligation of Seller Liabilities of any Seller or any Affiliate of any Seller, any Member or any of the Businesses, of any kind and nature whatsoeverthat are not expressly included within the definition of Assumed Liabilities (collectively, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained Liabilities")., including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Dollar Financial Corp)

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume nor become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained LiabilitiesRETAINED LIABILITIES").

Appears in 1 contract

Samples: Asset Purchase Agreement (New Horizons Worldwide Inc)

Retained Liabilities. Except for Notwithstanding anything in this Agreement to the Assumed Liabilitiescontrary, Buyer shall not assume nor or become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained Liabilities").otherwise, or

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Technology Systems Inc /De/)

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume nor become and shall not be liable or responsible for any liability contingencies, liabilities or obligation obligations of Seller or its Affiliates of any nature kind whatsoever, whether previously, nor or hereafter existing, due or to become due, known or unknown, accrued, absolute, contingent accrued or contingent, or otherwise (the "Retained Liabilities")., including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Grubb & Ellis Apartment REIT, Inc.)

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