Non-Assumption of Liabilities. Subject to the limitation on indemnification in Sections 8.6 and 8.7, Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Seller or the Business other than the Assumed Liabilities (as defined herein). Without limiting the 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 any 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 (provided such occurrences have a basis prior to the Closing Date), not otherwise disclosed to Buyer, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) having a basis prior to the Closing Date 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 having a basis prior to the Closing Date; (c) a violation by Seller or any Shareholder 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; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, having a basis prior to the Closing Date to or from the Real Property; (e) an agreement or arrangement in existence on the Closing Date 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...
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. 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, other than as expressly set forth herein.
Non-Assumption of Liabilities. Except as otherwise set forth in the Agreement, Buyer shall not assume or become responsible for any liability of Seller whenever incurred and irrespective of the nature of such liability. Without limiting the generality of the foregoing, Buyer shall not assume any of the following obligations nor shall any of the following become a liability of Buyer for any purpose:
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 for all of the liabilities and obligations of BSI in the BSI/Rochester Exclusive License after the Closing Date (other than any liabilities and obligations arising from the breach or noncompliance by BSI with the BSI/Rochester Exclusive License prior to the Closing Date or the nonpayment of the License Price thereunder), which liabilities and obligations the Purchaser hereby agrees to assume and become liable for, and except for the other liabilities and obligations of the Purchaser pursuant to this Agreement, the Purchaser shall not assume, or in any way become liable for, any liabilities or obligations of the Seller, of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, arising out of events or transactions or facts which shall have occurred on or prior to or, only with respect to the Purchased Assets, subsequent to the Closing Date (collectively, the “Excluded Assets”). The Excluded Assets shall include, without limitation: (a) 50% of all transfer, sales, purchase, use, value added, excise or similar tax imposed under the laws of the United States, or any other state or political subdivision thereof, which arises out of the transfer of the Purchased Assets; (b) any liability or obligation arising out of any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out of or relating to matters or events occurring, or with respect to the manner in which the Seller owned or used the Technology, on or prior to the Closing Date; (c) any liability or obligation relating to the ownership, development or use of the Technology by the Seller on or prior to the Closing Date; (d) any liability or obligation arising out of or relating to assets owned or leased by the Seller on, prior or after the Closing Date (other than with respect to the BSI/Rochester Exclusive License after the Closing Date); (e) any liability or obligation of the Seller with respect to a collective bargaining agreement or any employee benefit or incentive plan, agreement or arrangement; (f) any liability of the Seller or its affiliates for any federal, state, local or foreign income taxes, or any non-accrued payroll, sales, property or other taxes (including, without limitation, those yet to be assessed or payable) for any periods prior to or, other than with respect to the Purchased Assets, subsequent to the Closing Date including, without limitation, a...
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.
