Common use of No Assumed Obligations; No Assigned Rights Clause in Contracts

No Assumed Obligations; No Assigned Rights. (a) Notwithstanding any provision in this Agreement, any other Transaction Document or any other writing to the contrary, Purchaser is purchasing, acquiring and accepting only the Purchased Accounts and is not assuming any liability or obligation of Seller or any of Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, under the License Agreement. All such liabilities and obligations of Seller or Seller’s Affiliates shall be retained by and remain liabilities and obligations of Seller or Seller’s Affiliates, as the case may be (the “Excluded Liabilities and Obligations”), and as between Seller and Purchaser, Seller shall remain exclusively responsible for the satisfaction and performance of the Excluded Liabilities and Obligations. (b) Notwithstanding any provision in this Agreement, any other Transaction Document or any other writing to the contrary, Seller is selling, transferring and conveying only the Purchased Accounts and, except as expressly set forth in this Agreement, is not assigning any rights or powers of Seller or any of Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, under the License Agreement.

No Assumed Obligations; No Assigned Rights. (a) Notwithstanding any provision in this Agreement, any other Transaction Document or any other writing to the contrary, Purchaser is purchasing, acquiring and accepting only the Purchased Accounts Receivables and is not assuming any liability or obligation of Seller or any of Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, under the Vixen Agreements, the Lilly License Agreement or any other Material Agreement. All such liabilities and obligations of Seller or Seller’s Affiliates shall be retained by and remain liabilities and obligations of Seller or Seller’s Affiliates, as the case may be (the “Excluded Liabilities and Obligations”), and as between Seller and Purchaser, Seller shall remain exclusively responsible for the satisfaction and performance of the Excluded Liabilities and Obligations. Without limiting the generality of the foregoing, the Excluded Liabilities and Obligations shall include all of Seller’s payment obligations under each of the Material Agreements and the Vixen Agreements. (b) Notwithstanding any provision in this Agreement, any other Transaction Document or any other writing to the contrary, Seller is selling, transferring transferring, assigning and conveying only the Purchased Accounts Receivables and, except as expressly set forth in this ​ ​ Agreement, is not assigning any rights or powers of Seller or any of Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, under the Lilly License Agreement or any other Material Agreement.

No Assumed Obligations; No Assigned Rights. (a) a. Notwithstanding any provision in this Agreement, any other Transaction Document or any other writing to the contrary, Purchaser is purchasing, acquiring and accepting only the Purchased Accounts Receivables and is not assuming any liability or obligation of Seller or any of Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, under the License Agreement. All such liabilities and obligations of Seller , the RIPA, any other contract, the Permitted Encumbrances or Seller’s Affiliates shall be retained by and remain liabilities and obligations of Seller or Seller’s Affiliates, as the case may be otherwise (the “Excluded Liabilities and Obligations”), and as . As between Seller and Purchaser, Seller shall remain exclusively responsible for the satisfaction and performance of the Excluded Liabilities and Obligations. (b) b. Notwithstanding any provision in this Agreement, any other Transaction Document or any other writing to the contrary, Seller is selling, transferring transferring, assigning and conveying only the Purchased Accounts Receivables and, except as expressly set forth in this Agreement, is not assigning any rights or powers of Seller or any of Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, under the License Agreement, any other contract, or otherwise.