Liabilities of Seller Not Assumed Sample Clauses

Liabilities of Seller Not Assumed. Except as specifically provided in Section 3.1 hereof, Buyer shall not assume, or in any way become liable for, any liabilities or obligations of Seller, either of the Shareholders, or the Business of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, whether known or unknown, arising out of events, transactions or facts which shall have occurred, arisen or existed on or prior to the Closing Date, which liabilities and obligations, if ever in existence, shall continue to be liabilities and obligations of Seller or either of the Shareholders, as the case may be.
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Liabilities of Seller Not Assumed. Except for the Assumed Liabilities, Buyer will not assume, or in any way become liable for, any liabilities or obligations of Seller of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, whether known or unknown, arising out of events, transactions or facts which have occurred, arisen or existed on or prior to the Closing Date, which liabilities and obligations, if ever in existence, will continue to be liabilities and obligations of Seller. Specifically, but without limiting the foregoing, Buyer does not assume or is not liable for the following debts, liabilities and obligations (the "Excluded Liabilities"):
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Liabilities of Seller Not Assumed. Except as specifically provided in Section 3.1 hereof, Buyer shall not assume, or in any way become liable for, any liabilities or obligations of Seller, the Shareholders or the Business of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, whether known or unknown, arising out of events, transactions or facts which shall have occurred, arisen or existed on or prior to the Closing Date, which liabilities and obligations, if ever in existence, shall continue to be liabilities and obligations of Seller or the Shareholders, as the case may be. Specifically, but without limiting the foregoing, Buyer shall not assume or be liable for those specific liabilities, including those certain long term debts and notes payable, set forth on the attached EXHIBIT "3.2". All of the foregoing liabilities, together with all of the following are hereinafter collectively referred to as the AExcluded Liabilities":
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Liabilities of Seller Not Assumed. 5 3.2.1 Violation of Representations, Etc. . . . . . . . . 5 3.2.2 Undisclosed Liabilities . . . . . . . . . . . . . . 5 3.2.3
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Liabilities of Seller Not Assumed. 4 2.4 Documentation................................................................... 4 2.5
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Liabilities of Seller Not Assumed. Except for the Assumed Liabilities, --------------------------------- Purchaser shall not assume, or in any way become liable for, any other Liabilities or obligations of Seller of any kind or nature, which Liabilities and obligations, if ever in existence, shall continue to be Liabilities and obligations of Seller, including without limitation, any Liabilities (i) of a real estate or environmental nature related to any of Seller's manufacturing facilities or real estate, (ii) related to Seller's current workforce, including any collective bargaining agreements, severance obligations, or WARN Act requirements, (iii) relating to or arising out of any guarantees, loan agreements or other financing arrangements to which Seller is a party, (iv) relating to any health, welfare or benefit plans, including any Liabilities relating thereto under ERISA, (v) relating to any notice or other requirements under any Bulk Sales or similar law, and (vi) subject to Section 5.12 and Section 5.14, for Seller Warranty Claims. ------------ ------------ Notwithstanding the foregoing, Purchaser agrees to assume, discharge and pay when due the Assumed Liabilities.
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Liabilities of Seller Not Assumed. Schedule of Assumed Liabilities. Except as set forth in Schedule 2.2, which schedule sets forth certain assumed liabilities (the "Assumed Liabilities") and includes, but is not limited to, the liabilities incorporated by reference on such Schedule 2.2 to Exhibit A of the certain Multi-Agreement Amendment, dated May , 2003, by and among Buyer, Seller and Christopher's Enterprises, Inc, and the other parties identified therein (the "Multi-Agreement Amendment"). Except as set forth in Schedule 2.2, Buyer shall not assume, or in any way become liable for, any Liabilities of Seller or the Business of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, whether known or unknown, arising out of events, transactions or facts which shall have occurred, arisen or existed on or prior to the Closing Date, which Liabilities, if ever in existence, shall continue to be Liabilities of Seller. Specifically, but without limiting the foregoing, Buyer shall not assume or be liable for the following debts, liabilities and obligations (the "EXCLUDED LIABILITIES"):
Sample 1
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Related to Liabilities of Seller Not Assumed

  • 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.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • 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.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

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

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

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

  • Assumed and Excluded Liabilities (a) The applicable Transferred Company shall assume and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement, (ii) all Liabilities in respect of the Assigned Contracts and (iii) all Liabilities set forth on Annex 2.3(a) ((i), (ii) and (iii) collectively, the “Assumed Liabilities”) and (b) one or more members of Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset, whether incurred before, on or after the Closing, (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, except to the extent expressly assumed by Buyer under Section 6.6, (iii) all Taxes for which Seller is responsible under Section 6.5(a), (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than Liabilities relating to, arising out of or resulting from (x) the provision of ILEC Services as conducted on the date of this Agreement or as of the Closing, (y) any similar business conducted by the Transferred Companies prior to the date of this Agreement that would constitute an ILEC Service but for the date restrictions contained in the definition thereof or (z) the Transferred Companies’ historic wireline business conducted within the Territory), and (vi) all Liabilities set forth on Annex 2.3(b), whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities (other than clause (v) of the definition thereof) are not intended to create and expressly exclude any obligation of any member of the Seller Group to assume or be responsible for any Liability related to the infringement, misappropriation or other violation of any Intellectual Property rights.

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