Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume or be liable for any liabilities of Seller or its respective Affiliates (fixed, contingent or otherwise, and whether or not accrued) arising from or related to the Product, the Assets or otherwise (the “Excluded Liabilities”).
Appears in 3 contracts
Samples: Asset Purchase Agreement (Retrophin, Inc.), Asset Purchase Agreement (Retrophin, Inc.), Asset Purchase Agreement (Retrophin, Inc.)
Excluded Liabilities. Except for as expressly provided to the contrary in Section 2.3 with respect to Assumed Liabilities, Buyer shall is not obligated to pay or assume any liability of any type or be liable for any liabilities of Seller nature, including the following, whether fixed or its respective Affiliates contingent, recorded or unrecorded, known or unknown (fixedcollectively, contingent or otherwise, and whether or not accrued) arising from or related to the Product, the Assets or otherwise (the “Excluded Liabilities”).):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Medcath Corp), Asset Purchase Agreement (Medcath Corp), Asset Purchase Agreement (Medcath Corp)
Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer is not, and shall not assume be deemed to be, assuming or be liable for taking the Purchased Assets subject to any obligations or liabilities of Seller or any of its respective Affiliates Affiliates, of any kind or nature whatsoever, whether known or unknown, fixed or contingent, including the following (fixedcollectively, contingent or otherwise, and whether or not accrued) arising from or related to the Product, the Assets or otherwise (the “Excluded Liabilities”).):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Trump Entertainment Resorts, Inc.), Asset Purchase Agreement (Trump Entertainment Resorts, Inc.), Asset Purchase Agreement (Trump Entertainment Resorts Holdings Lp)
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall does not and will not assume or be become liable for and shall not be obligated to pay or satisfy any liabilities of Seller obligation, debt or its respective Affiliates (fixedLiability whatsoever, contingent or otherwise, and whether of the Business or not accrued) arising from Seller or related to the Productany other person or entity (collectively, the Assets or otherwise (the “Excluded Liabilities”)., including, without limitation:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neoprobe Corp), Asset Purchase Agreement (Neoprobe Corp)
Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary herein, the Buyer shall not assume or be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any liabilities of Seller Liabilities of, or its respective Affiliates (fixed, contingent or otherwise, and whether or not accrued) arising from or related to the ProductProceeding against, the Assets or otherwise Selling Entities, other than the Assumed Liabilities (all such Liabilities that the Buyer is not assuming being referred to collectively as the “Excluded Liabilities”).. The Excluded Liabilities include the following, other than the Assumed Liabilities:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Virgin Orbit Holdings, Inc.), Asset Purchase Agreement (Virgin Orbit Holdings, Inc.)
Excluded Liabilities. Except for Buyer is not assuming or agreeing to pay, perform, assume or discharge, or otherwise be responsible for, any liabilities of Seller, fixed or contingent, known or unknown, other than the Assumed Liabilities, Buyer shall not assume whether arising before or be liable for after the date hereof (collectively, the "Excluded Liabilities"), including, without limitation, any liabilities of Seller or its respective Affiliates (fixed, contingent or otherwise, and whether or not accrued) arising from or related the following items to the Product, the Assets or otherwise (the “Excluded extent they are not Assumed Liabilities”).:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cadus Pharmaceutical Corp), Asset Purchase Agreement (Osi Pharmaceuticals Inc)
Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall is not assume assuming any liability or be liable for any liabilities obligation of Seller or its respective Affiliates (fixedthe Selling Persons of any nature, contingent whether absolute, accrued, contingent, liquidated or otherwise, and whether due or not accrued) arising from to become due, asserted or related to the Productunasserted, the Assets known or otherwise unknown (collectively, “Liabilities”), including, without limitation, those Liabilities set forth below (collectively, the “Excluded Liabilities”).):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bgsf, Inc.), Asset Purchase Agreement (Bgsf, Inc.)
Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall not assume or be liable for bound by any obligations or liabilities of Seller of any kind or its respective Affiliates (nature, known, unknown, accrued, absolute, fixed, contingent contingent, or otherwise, and whether or not accrued) existing or hereafter arising from or related to the Product, the Assets or otherwise whatsoever (the “Excluded Liabilities”)., including, without limitation, the following:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Umb Financial Corp), Asset Purchase Agreement (Blonder Tongue Laboratories Inc)
Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall is not assume assuming any liability or be liable for any liabilities obligation of Seller or its respective Affiliates (fixedthe Selling Person of any nature, contingent whether absolute, accrued, contingent, liquidated or otherwise, and whether due or not accrued) arising from to become due, asserted or related to the Productunasserted, the Assets known or otherwise unknown (collectively, “Liabilities”), including, without limitation, those Liabilities set forth below (collectively, the “Excluded Liabilities”).):
Appears in 2 contracts
Samples: Asset Purchase Agreement (BG Staffing, Inc.), Asset Purchase Agreement (BG Staffing, Inc.)
Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall is not assume assuming any liability or be liable for obligation of Sellers or the Selling Persons of any liabilities of Seller or its respective Affiliates (fixednature, contingent whether absolute, accrued, contingent, liquidated or otherwise, and whether due or not accrued) arising from to become due, asserted or related to the Productunasserted, the Assets known or otherwise unknown (collectively, “Liabilities”), including, without limitation, those Liabilities set forth below (collectively, the “Excluded Liabilities”).):
Appears in 2 contracts
Samples: Asset Purchase Agreement (BG Staffing, Inc.), Asset Purchase Agreement (BG Staffing, Inc.)
Excluded Liabilities. Except for the Assumed Liabilitiesas otherwise expressly provided in Section 2.3, Buyer does not, and shall not not, assume or be liable for any liabilities or obligations of any Seller of any kind or its respective Affiliates (fixednature, known or unknown, matured or unmatured, absolute, contingent or otherwise, and whether or not accrued) arising from or related to the Product, the Assets or otherwise (such excluded liabilities collectively, the “Excluded Liabilities”).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Renovare Environmental, Inc.), Asset Purchase Agreement (Traqiq, Inc.)
Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall not assume or be become liable for the payment or performance of any liabilities Liability of Seller of any nature whatsoever, whether accrued or its respective Affiliates unaccrued, known or unknown, fixed or contingent (fixed, contingent or otherwise, and whether or not accrued) arising from or related to the Product, the Assets or otherwise (the “Excluded Liabilities”)., including the following, which shall remain Liabilities of Seller:
Appears in 2 contracts
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not, and expressly does not, assume any liabilities, obligations or commitments (including but not assume limited to trades payable, bank or be liable for any liabilities other debt, accrued payroll, and other liabilities, and capitalized leases) of Seller Seller, known or its respective Affiliates (fixedunknown, contingent or otherwise, and whether of whatsoever kind or not accrued) arising from or related to the Productnature (collectively, the Assets or otherwise (the “Excluded Liabilities”).
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Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall is not assume assuming any liability or be liable for obligation of Sellers or the Selling Person of any liabilities of Seller or its respective Affiliates (fixednature, contingent whether absolute, accrued, contingent, liquidated or otherwise, and whether due or not accrued) arising from to become due, asserted or related to the Productunasserted, the Assets known or otherwise unknown (collectively, “Liabilities”), including, without limitation, those Liabilities set forth below (collectively, the “Excluded Liabilities”).):
Appears in 1 contract
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume or be in any way become liable for for, any debts, obligations or liabilities of Seller the Selling Group, of any kind or its respective Affiliates (fixednature, known or unknown, liquidated or unliquidated, contingent or otherwisefixed, and whether or not accrued) arising from or related to the Productincluding without limitation, the Assets or otherwise following: (collectively, the “"Excluded Liabilities”").
Appears in 1 contract
Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall is not assume assuming any liability or be liable for any liabilities obligation of Seller or its respective Affiliates (fixedthe Selling Person of any nature, contingent whether absolute, accrued, contingent, liquidated or otherwise, and whether due or not accrued) arising from to become due, asserted or related unasserted, known or unknown (collectively, “Liabilities”), including, without limitation, those Liabilities set forth below (except to the Productextent it is an Assumed Liability) (collectively, the Assets or otherwise (the “Excluded Liabilities”).):
Appears in 1 contract
Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer is not, and shall not assume be deemed to be, assuming or be liable for taking the Purchased Assets subject to any obligations or liabilities of Seller or any of its respective Affiliates Affiliates, of any kind or nature whatsoever, whether known or unknown, fixed or contingent, except as may be set forth on the Detailed Balance Sheet, including without limitation, (fixedcollectively, contingent or otherwise, and whether or not accrued) arising from or related to the Product, the Assets or otherwise (the “Excluded Liabilities”).):
Appears in 1 contract
Excluded Liabilities. Except for the Assumed Liabilities, Buyer the Purchaser shall not assume or be liable for bound by any liabilities Liabilities of Seller the Sellers of any kind or its respective Affiliates (nature, known, unknown, accrued, absolute, fixed, contingent contingent, or otherwise, and whether or not accrued) existing or hereafter arising from or related to the Product, the Assets or otherwise whatsoever (the “Excluded Liabilities”)., including the following:
Appears in 1 contract
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume or be become liable for any liabilities Liabilities of Seller or its respective Affiliates (fixedthat are not specifically an Assumed Liability, contingent or otherwise, and whether or not accrued) arising from or related to the ProductPurchased Assets (collectively, the Assets or otherwise (the “Excluded Liabilities”).
Appears in 1 contract
Samples: Asset Sale Agreement (NewPage CORP)
Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall not assume or be become liable for any liabilities Liabilities of Seller or its respective Affiliates (fixedSellers that are not specifically an Assumed Liability, contingent or otherwise, and whether or not accrued) arising from or related to the ProductAcquired Assets (collectively, the Assets or otherwise (the “Excluded Liabilities”).
Appears in 1 contract
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall is not assume or be liable for assuming any liabilities of Seller or its respective Affiliates (fixedof any nature whatsoever, whether absolute, accrued, contingent or otherwise, disclosed or undisclosed, and whether or not accrued) arising from or related relating to the Product, the Assets or otherwise the Business (the “Excluded Liabilities”).
Appears in 1 contract
Samples: Asset Sale and Purchase Agreement (Golden Global Corp.)
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall Purchaser is not assume or be liable for assuming any liabilities of Seller or its respective Affiliates (fixedof any nature whatsoever, whether absolute, accrued, contingent or otherwise, disclosed or undisclosed, and whether or not accrued) arising from or related relating to the ProductAssets, the Assets Business, or otherwise any other business of Seller (the “Excluded Liabilities”).
Appears in 1 contract
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume or be liable for bound by any liabilities or obligations of Seller of any kind or its respective Affiliates (fixednature whatsoever, contingent whether known or otherwiseunknown, and whether liquidated or not accrued) arising from or related to the Productcontingent, the Assets or otherwise (collectively, the “Excluded Liabilities”)., including any or all of the following:
Appears in 1 contract
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall Purchaser is not assume or be liable for assuming any liabilities of Seller or its respective Affiliates (fixedof any nature whatsoever, whether absolute, accrued, contingent or otherwise, disclosed or undisclosed, and whether or not accrued) arising from or related relating to the ProductAssets, the Assets Business, or otherwise any other business of Seller, including, without limitation those listed on Schedule 1.3 (the “Excluded Liabilities”).
Appears in 1 contract
Samples: Consulting Agreement (Cyclone Power Technologies Inc)
Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer is not, and shall not assume be deemed to be, assuming or be liable for taking subject to any obligations or liabilities of Seller or its Parent, or any of their respective Affiliates Affiliates, of any kind or nature whatsoever, whether known or unknown, fixed or contingent, including without limitation, (fixed, contingent or otherwise, and whether or not accrued) arising from or related to the Productcollectively, the Assets or otherwise (the “"Excluded Liabilities”)."):
Appears in 1 contract
Samples: Purchase and Sale Agreement (Colony Resorts LVH Acquisitions LLC)
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall Purchaser does not assume any claim, Indebtedness, liability or be liable for any liabilities of Seller obligation whatsoever whether now existing or its respective Affiliates hereafter arising, secured or unsecured, known or unknown, absolute, accrued or contingent (fixed, contingent or otherwise, and whether or not accrued) arising from or related to the Product, the Assets or otherwise (the “Excluded Liabilities”)., and, for the avoidance of doubt, does not hereby assume any part of any of the following liabilities or obligations of Asset Seller or any other Person:
Appears in 1 contract
Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer is not, and shall not assume be deemed to be, assuming or be liable for taking the Purchased Assets subject to any obligations or liabilities of Seller or any of its respective Affiliates Affiliates, of any kind or nature whatsoever, whether known or unknown, fixed or contingent, including without limitation (fixedcollectively, contingent or otherwise, and whether or not accrued) arising from or related to the Product, the Assets or otherwise (the “Excluded Liabilities”).):
Appears in 1 contract
Samples: Asset Purchase Agreement (Penn National Gaming Inc)