Liabilities Excluded. In connection with Buyer’s purchase of the Assets, Buyer shall not assume or become responsible for any indebtedness, liabilities or obligations of Seller (the “Liabilities”), except that Buyer shall assume the obligations of Seller accruing from and after the Closing Date under all contracts, agreements and understandings included in the Assets.
Liabilities Excluded. In addition to the liabilities set forth in paragraphs 2(a), 2(b), 2(c), 2(d), 2(e), 2(f), 2(g), 2(h) and 10 above, this Agreement shall not apply to the investment operation or liabilities for federal income tax or other liabilities excluded by this Agreement.
Liabilities Excluded. Buyer shall not and does not hereby assume or become liable for any obligations, liabilities or indebtedness of Seller, whether due or to become due, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, contingent, executory or otherwise, howsoever or whenever arising, which are not expressly assumed by Buyer in writing, including but not limited to (a) any of Seller's accounts payable; and (b) Seller's obligations under its mortgages and its lines of credit, if any (the "Lines of Credit"), all of which shall be satisfied by Seller on or before the Closing Date; and (c) the agreements between Seller and MNK Info and Infoscriber.
Liabilities Excluded. In addition to the liabilities set forth in paragraphs 2(a), 2(b), 2(c), 2(d), 2(e), 2(f), 2(g), 2(h), 2(i), 2(j), 2(k), 2(l) 2(m), 2(n), 2(o) and 10 above, this Agreement shall not apply to the investment operation or liabilities for federal income tax or other liabilities excluded by this Agreement.
Liabilities Excluded. This Agreement is for the purchase and sale of the Assets only. Accordingly, notwithstanding any other provision hereof, this Agreement excludes, and Buyer does not assume, any liabilities of Seller, except as specifically set forth herein. As provided herein, Seller's obligations to trade creditors and other persons having claims against Seller shall be paid by Seller. Any and all other accounts payable or other obligations or liabilities accruing to and existing on the Transfer Date are and shall remain the sole obligation and responsibility of Seller.
Liabilities Excluded. Buyer shall not assume any Liabilities of Seller related to the Assets, either directly or indirectly, and any and all such other Liabilities as they relate to the Assets shall be satisfied by Seller in full prior to the Closing of this Agreement.
Liabilities Excluded. Unless expressly assumed by the Purchaser -------------------- pursuant to this Agreement, the Purchaser shall neither assume nor be liable for, and the Seller and the Shareholders shall retain, satisfy in full and defend and indemnify and hold the Purchaser harmless against, all debts, liabilities, obligations, claims, contingencies, causes of action, accounts or notes payable, accrued expenses or related obligations, or any federal, state or local income, property, sales, franchise, or other tax liabilities of the Seller, the Shareholders, or any other of their affiliates, including but not limited to any tax liabilities incurred as a result of this transaction. Excluded liabilities shall be deemed to include, without limitation, all liabilities other than those specifically stated in Section 2.1 as being assumed.
Liabilities Excluded. Buyer shall not assume and shall not be liable for, and Seller and its direct or indirect subsidiaries shall retain and remain solely liable for and obligated to discharge, all of the debts, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever of Seller and its direct and indirect subsidiaries, whether known or unknown, accrued or not accrued, fixed or contingent, including without limitation, the following:
(a) Any liability for breaches by Seller or any of its respective direct or indirect subsidiaries on or prior to the Closing Date of any contract or any other instrument, contract or purchase order or any liability for payments or amounts due under any Contract or any other instrument, contract or purchase order on or prior to the Closing Date;
(b) Any liability or obligation for Taxes attributable to or imposed upon Seller or any of its direct or indirect subsidiaries, or attributable to or imposed upon the Assets for any period (or portion thereof) through the Closing Date, including, without limitation, any Taxes attributable to or arising from the transactions contemplated by this Agreement that are not otherwise the obligation of the Buyer as set forth elsewhere in this Agreement;
(c) Any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of Seller or any of its direct or indirect subsidiaries, including any such liabilities owed to Affiliates of Seller;
(d) Any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission on or prior to the Closing Date by or on behalf of Seller or any of its direct or indirect subsidiaries, including, without limitation, any liability for infringement of intellectual property rights, breach of product warranty, injury or death caused by products, or violations of federal or state securities or other laws;
(e) Any liability or obligation arising on or prior to the Closing Date out of any “employee benefit plan,” as such term is defined by the Employee Retirement Income Security Act of 1974 (“ERISA”) or other employee benefit plans;
(f) Any liability or obligation for making payments of any kind (including as a result of the sale of Assets or as a result of the termination of employment by Seller of employees, or other claims arising out of the terms and conditions of employment with Se...
Liabilities Excluded. The above animal is boarded, trained or otherwise handled or cared for by the handler without liability of the following: Loss or damage from disease, bloat, death, injury or death while being housed or transported, theft, running away, injury to or from persons, injury to or from other dogs, injury to property, or other unavoidable causes.
Liabilities Excluded. To the extent Buyer exercises the right to purchase any Property, it is not assuming any liability or obligation of Seller (or any predecessor owner of all or part of Seller’s business and/or assets, including but not limited to any Property purchased) of whatever nature, whether presently in existence or arising hereafter, known or unknown, contingent or otherwise. All such liabilities and obligations, including but not limited to all liabilities and obligations arising prior to the Execution Date shall be retained by and remain obligation and liability of Seller or such predecessor, as applicable.