Liabilities Not Expressly Assumed Sample Clauses

Liabilities Not Expressly Assumed. Except as expressly set forth in Schedule 2.1.11 the Assignment Agreement, the Assignment of Franchise Agreement, the Assignment of Lease Agreement, any assignment of the Owner/Operator Agreements and in Section 10.3, neither Buyer nor any designated Affiliate shall assume or become responsible at any time for any liability, obligation, debt or commitment of Seller or Eateries, whether or not absolute, accrued, asserted, or relating to or arising from the assets covered by this Agreement, including (without limitation) any liabilities, obligations, debts or commitments of Seller or Eateries (a) incident to, arising out of, or incurred with respect to this Agreement and the transactions contemplated by this Agreement, or (b) which otherwise arise because of events, acts or transactions occurring from the operation of the Restaurants prior to the Closing Date. The parties agree and acknowledge that all of Seller's and Eateries' liabilities, obligations, debts and commitments not specifically assumed by Buyer under this Agreement shall remain the sole responsibility of Seller or Eateries, as their respective interests may appear, bearing such responsibility therefor prior to the Closing Date. The assumption of any liabilities, obligations, debts or commitments by Buyer shall not expand the rights or remedies of third parties against Seller or Eateries as compared to the rights or remedies that those parties would have had against Seller or Eateries in the absence of this Agreement.
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Liabilities Not Expressly Assumed. Any Liability or obligation of the Seller not expressly assumed by the Buyer pursuant to this Agreement.
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Liabilities Not Expressly Assumed. Any Liability of the Seller or Xxxxxxx Properties other than the Assumed Liabilities and Assumed Xxxxxxx Properties Obligations;
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Liabilities Not Expressly Assumed. Any Liability of the Seller other than the Assumed Liabilities;
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Related to Liabilities Not Expressly Assumed

  • 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.

  • Services Not Exclusive Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.

  • 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.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Indemnification Hereunder Not Exclusive The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company while holding such office.

  • Liens and Liabilities Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and others for any work performed or materials delivered for the Property or the Improvements (collectively, “Property Payables”); provided, however, Borrower shall have the right to contest in good faith any such claim or demand, so long as it does so diligently, by appropriate proceedings and without prejudice to Lender and provided that neither the Property nor any interest therein would be in any danger of sale, loss or forfeiture as a result of such proceeding or contest. In the event that a mechanic’s or materialman's lien or similar proceeding is filed against the Property, or a claim is filed against Borrower or any Recourse Parties, and Borrower shall contest such lien, proceeding or claim, Borrower shall promptly notify Lender of such contest and thereafter shall, upon Lender’s request, promptly provide a bond, cash deposit or other security satisfactory to Lender to protect Lender’s interest and security should the contest be unsuccessful. If Borrower shall fail to immediately discharge or provide security against any such lien, proceeding or claim as aforesaid, Lender may do so and any and all expenses incurred by Lender, together with interest thereon at the Default Rate from the date advanced by Lender until actually paid by Borrower, shall be immediately paid by Borrower on demand and shall be secured by this Instrument and by all other Documents securing all or any part of the Obligations. Nothing in the Documents shall be deemed or construed as constituting the consent or request by Lender, express or implied, to any contractor, subcontractor, laborer, mechanic or materialman for the performance of any labor or the furnishing of any material for any improvement, construction, alteration, or repair of the Property. Borrower further agrees that Lender does not stand in any fiduciary relationship to Borrower. Any contributions made, directly or indirectly, to Borrower by or on behalf of any of its partners, members, principals or any party related to such parties shall be treated as equity and shall be subordinate and inferior to the rights of Lender under the Documents.

  • Assumed and Excluded Liabilities (a) The “

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

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