LIABILITIES NOT ASSUMED BY THE PURCHASER Sample Clauses

LIABILITIES NOT ASSUMED BY THE PURCHASER. Each Provider hereby represents, warrants, covenants and agrees that the Purchaser shall not be deemed by anything contained in this Agreement to have assumed any liabilities whatsoever relating to, or arising out of, any Account, including, without limitation, the following:
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LIABILITIES NOT ASSUMED BY THE PURCHASER. Except as otherwise expressly provided herein, the Purchaser has not, and shall not be deemed or construed to have, in any way assumed or received the Assets subject to, or in any way become liable or responsible for, any of the liabilities or other obligations of the Seller or any affiliate of the Seller (each, an "Excluded Liability", and collectively, the "Excluded Liabilities"), including, without limitation, the following:
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LIABILITIES NOT ASSUMED BY THE PURCHASER. All obligations and liabilities of the Seller not constituting Assumed Liabilities, including any obligations and liabilities that accrue or arise before, on or after the Closing Date based on or arising out of an act or omission occurring before the Closing Date (whether or not disclosed to the Purchaser), are hereinafter referred to as the "Retained Liabilities". The Purchaser shall not assume or be liable with respect to the Retained Liabilities.
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LIABILITIES NOT ASSUMED BY THE PURCHASER. Neither Lone Star nor the Purchaser will assume any of the following liabilities (the "RETAINED LIABILITIES") and the Sellers will satisfy or perform when due, the Retained Liabilities (it being agreed that if there is a conflict between Section 2.5 and this Section 2.6, this Section 2.6 shall govern, and neither Lone Star nor Purchaser will assume or perform any of the liabilities set forth in this Section 2.6):
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LIABILITIES NOT ASSUMED BY THE PURCHASER. All obligations and liabilities of the Seller not constituting Assumed Liabilities, including any other obligations and liabilities that arise before, on or after the Closing Date based on or arising out of an act or omission occurring before the Closing Date (whether or not disclosed to the Purchaser), are hereinafter referred to as the "Retained Liabilities". Retained Liabilities shall include, but not be limited to, (i) any deferred Tax liabilities and current Tax liability relating to the Seller and its subsidiaries, except for current Taxes payable attributable to periods beginning before the Closing Date and ending after the Closing Date, (ii) any pension or employee benefits liabilities, (iii) any obligation of the Seller under any servicing sale agreement (including, without limitation, servicing transfer obligations at the expiration of interim or subservicing agreements, repurchase or indemnification provisions, or purchase price adjustments due to prepayments, delinquencies or document deficiencies), (iv) any obligations to repurchase, or otherwise indemnify or reimburse any third party for losses or claims with respect to, mortgage loans (other than the Pre-Closing Servicing Obligations), (v) any VA-vendee indemnifications, and (vi) any liabilities arising out of Litigation which is pending on the Closing Date or which arises after the Closing Date based on an act or omission occurring before the Closing Date. In addition, any obligations and liabilities of the Subsidiaries (other than the normal operating liabilities of the Subsidiaries set forth on Schedule 2.04, which shall be treated as Assumed Liabilities for purposes of the Closing Statement and the Adjustment Schedule) that arise before, on or after the Closing Date based on an act or omission occurring before the Closing Date (including, without limitation, all liabilities of the types referred to in the preceding sentence) shall be Retained Liabilities for all purposes of this Agreement. Notwithstanding anything to the contrary in the foregoing, any liabilities of the Subsidiaries arising out of Litigation which is pending on the Closing Date or which arises after the Closing Date based on an act or omission occurring before the Closing Date, whether or not described on Schedule 2.04, shall be Retained Liabilities for all purposes of this Agreement. The obligations and liabilities of the Subsidiaries which are Retained Liabilities as described in this Section 2.04 shall be assumed by t...
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LIABILITIES NOT ASSUMED BY THE PURCHASER. The Seller shall pay and discharge in due course all of its liabilities, debts and obligations relating to the Transferred Assets or the business of Seller, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, any tax liabilities of Seller pertaining to the Transferred Assets or the business of Seller, any debt obligations and the liabilities and obligations set forth in clauses (a) through (d) below (collectively, the "Retained Liabilities"), and the Purchaser shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following:
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LIABILITIES NOT ASSUMED BY THE PURCHASER. Except for the Assumed Liabilities. Purchaser shall not be deemed to assume any liability of Seller whatsoever. Without limiting the generality of the foregoing. Purchaser shall not be deemed to have assumed, nor shall Purchaser assume, except to the extent expressly included in the Assumed Liabilities, any liability for or the payment of
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Related to LIABILITIES NOT ASSUMED BY THE PURCHASER

  • Liabilities Not Assumed The Purchaser will not assume any liabilities of the Vendor. The Purchaser will not be responsible for any liability of the Vendor, past, present or future, relating to the Claims, and the Vendor will indemnify and save harmless the Purchaser from and against any such claim.

  • Indemnity by the Purchaser The Purchaser shall indemnify the Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

  • Liabilities Assumed by Assuming Institution The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as “Liabilities Assumed”):

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • FEES PAYABLE BY THE ASSIGNEE [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee for the period prior to the Effective Date or, in the case of LIBOR Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was of 1% less than the interest rate paid by the Borrower or if the commitment fee was of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay % of the recordation fee required to be paid to the Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]* *The parties may insert alternative payment provisions in lieu of the payment terms included in this Exhibit.

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • EXPENSES ASSUMED BY THE TRUST The Trust will pay all expenses of its organization, operations and business not specifically assumed or agreed to be paid by the Adviser, as provided in this Agreement, or by a Subadviser, as provided in a Subadvisory Agreement. Without limiting the generality of the foregoing, in addition to certain expenses described in section 2 above, the Trust shall pay or arrange for the payment of the following:

  • Obligations Not Assumed Notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, the foregoing sale, assignment, transfer and conveyance set forth in Section 2.01(b) does not constitute, and is not intended to result in, the creation or an assumption by the Administrative Agent, any Group Agent or any Purchaser of any obligation or liability of the Seller, any Originator, the Servicer, or any other Person under or in connection with all, or any portion of, any Sold Assets, all of which shall remain the obligations and liabilities of the Seller, the Originators, the Servicer and such other Persons, as applicable.

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

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