Common use of Liabilities and Obligations Not Assumed Clause in Contracts

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or of Assignor whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from Assignor’s business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Assignor’s business. All liabilities, debts and obligations of Seller and of Assignor not expressly assumed by Buyer hereunder are hereinafter referred to as the “Excluded Liabilities.”

Appears in 4 contracts

Samples: Asset Purchase Agreement (Tecogen Inc.), Asset Purchase Agreement (Tecogen Inc.), Asset Purchase Agreement (Tecogen Inc)

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Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay or perform any liabilities, debts or obligations of Seller or of Assignor whatsoever, including including, but not limited to to, any liabilities or obligations now or hereafter arising from Assignor’s business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Assignor’s business. All liabilities, debts and obligations of Seller and of Assignor not expressly assumed by Buyer hereunder are hereinafter referred to as the “Excluded Liabilities.”

Appears in 2 contracts

Samples: Asset Purchase Agreement (Context Therapeutics Inc.), Asset Purchase Agreement (IMARA Inc.)

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or of Assignor whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from Assignor’s business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Assignor’s business. All liabilities, debts debts, and obligations of Seller and of Assignor not expressly assumed by Buyer hereunder are hereinafter referred to as the “Excluded Liabilities.”

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Bakbone Software Inc)

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or of Assignor whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from Assignor’s business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Assignor’s business. All liabilities, debts and obligations of Seller and of Assignor not expressly assumed by Buyer hereunder are hereinafter referred to as the “Excluded Liabilities.” 3.3

Appears in 1 contract

Samples: Asset Purchase Agreement

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Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or of Assignor whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from Assignor’s 's business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Assignor’s 's business. All liabilities, debts and obligations of Seller and of Assignor not expressly assumed by Buyer hereunder are hereinafter referred to as the "Excluded Liabilities."

Appears in 1 contract

Samples: Asset Purchase Agreement (Skypath Networks Inc)

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller Sellers or of Assignor Assignors whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from Assignor’s Assignors’ business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Assignor’s Assignors’ business. All liabilities, debts and obligations of Seller Sellers and of Assignor Assignors not expressly assumed by Buyer hereunder are hereinafter referred to as the “Excluded Liabilities.”

Appears in 1 contract

Samples: Asset Purchase Agreement (Imedia International Inc)

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