Common use of Limited Assumption of Liabilities Clause in Contracts

Limited Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities (but only the Assumed Liabilities) at the Closing. The Buyer will not, however, assume or have any responsibility with respect to any of the Excluded Liabilities, and the Buyer shall not be deemed by anything contained in this Agreement to have assumed or become responsible for any Liability of the Seller not constituting an Assumed Liability. Each and all Excluded Liabilities shall remain the responsibility of the Seller subsequent to the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Trudy Corp), Asset Purchase Agreement (Memry Corp)

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Limited Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities (but only the Assumed Liabilities) at as of the Closing. The Buyer will not, however, not assume or have any responsibility responsibility, however, with respect to any of the Excluded LiabilitiesLiability, and the Buyer shall not be deemed by anything contained in this Agreement or any other instrument to have assumed or become responsible for any Liability of the Seller not constituting an Assumed Excluded Liability. Each and all All Excluded Liabilities shall remain the responsibility of the Seller subsequent to the ClosingSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transpro Inc)

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Limited Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities (but only the Assumed Liabilities) at as of the Closing. The Buyer will not, however, not assume or have any responsibility responsibility, however, with respect to any of the Excluded LiabilitiesLiability, and the Buyer shall not be deemed by anything contained in this Agreement or any other instrument to have assumed or become responsible for any Liability of the Seller not constituting an Assumed Excluded Liability. Each and all All Excluded Liabilities shall remain the responsibility of the Seller subsequent to the ClosingSellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Antex Biologics Inc)

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