No Assumption by Buyer Sample Clauses

No Assumption by Buyer. Except for the liabilities of Sellers assumed by Buyer as described in Schedule 3.01 hereof ("Assumed Liabilities"), Buyer does not, and shall not be obligated to, assume or become liable for any of Sellers' liabilities, obligations, debts, contracts or other commitments whatsoever, whether known or unknown, fixed or contingent, now existing or hereafter existing.
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No Assumption by Buyer. Buyer does not and will not assume, and Sellers (other than Dunellen after the Closing) shall retain and discharge, all Losses arising out of or relating to Claims that might be asserted (1) by current or former Sellers Employees (or their respective dependents and beneficiaries) in connection with their employment or termination of employment in the Business on or before the Closing, (2) with respect to the Benefit Plans, including any Liability for payment of any claim thereunder or that otherwise arose as a result of events or conditions occurring on or before the Closing, or (3) by current or former independent contractors of the Business or Dunellen or CTC (or their respective dependents and beneficiaries) in connection with (A) their compensation, (B) any challenge to their classification as an independent contractor or (C) the Benefit Plans, in each case for any period prior to the Closing.
Sample 1
No Assumption by Buyer. Except for the liabilities of Sellers assumed by Buyer as described in Schedule 3.01A hereof ("Assumed Liabilities"), Buyer does not, and shall not be obligated to, assume or become liable for any of Sellers' liabilities, obligations, debts, contracts or other commitments whatsoever, whether known or unknown, fixed or contingent, now existing or hereafter arising. Sellers acknowledge and agree that the Purchased Assets are not currently a going concern and have no going concern value. Buyers are acquiring the Purchased Assets at a time when such assets are not being operated as a going concern and, absent a sale to a third party, are not anticipated to be operated for the 1996-1997 ski season. Seller and Buyer acknowledge and agree that the Purchased Assets were previously leased to or used by Pico Mountain, Inc., which operated the Purchased Assets, together with assets owned by Pico Mountain, Inc., as a ski resort, and that Pico Mountain, Inc. has filed a voluntary petition under Chapter 7 of the United States Bankruptcy Code. Buyer is not continuing the operation of Purchased Assets by Pico Mountain, Inc. and shall have no liability or responsibility arising out of prior operations involving the Purchased Assets. Buyer is not purchasing any assets owned by Pico Mountain, Inc., a schedule of which is attached hereto as Schedule 3.01B.
Sample 1
No Assumption by Buyer. BUYER IS PURCHASING THE PROPERTY SUBJECT TO SELLERS LOAN AND THE OTHER OBLIGATIONS LISTED ABOVE, HOWEVER, BUYER IS NOT ASSUMING THE LOAN OR THE OTHER OBLIGATIONS. SELLER ACKNOWLEDGES AND UNDERSTANDS THAT BUYER HAS NO OBLIGATION, OF ANY KIND WHATSOEVER, TO MAKE PAYMENTS ON OR PAY OFF SELLERS LOAN OR ANY OTHER OBLIGATION LISTED ABOVE. SELLER ACKNOWLEDGES AND UNDERSTANDS THAT IF BUYER FAILS TO MAKE SUCH PAYMENTS, THE PROPERTY MAY BE FORECLOSED UPON.
Sample 1

Related to No Assumption by Buyer

  • No Assumption No approvals or acceptances by, or on behalf of, TFC shall be deemed to be an assumption of any responsibility by TFC for any defect, error or omission in said Deliverables or Professional Services.

  • No Assumption of Liabilities Purchaser shall not assume any of the existing liabilities, indebtedness, commitments or obligations of any nature whatsoever (whether fixed or contingent) of Seller in respect of the Property or otherwise, except those expressly assumed herein.

  • No Assumption of Liability The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

  • No Assumption of Obligations These transfers and absolute assignments do not, and are not intended to, include any obligation of the Depositor or any Originator to the Obligors or any other Person relating to the Receivables and the other Depositor Transferred Property, and the Issuer does not assume any of these obligations.

  • Assumption by Assignee Any assignment of all or any portion of an Entire Interest in the Company permitted under this Article 10 shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferred, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. The other Members shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers.

  • No Assumed Obligations Notwithstanding any provision in this Agreement or any other writing to the contrary, Purchaser is acquiring only the Assigned Interests and is not assuming any liability or obligation of the Company or any of its Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, whether under any Transaction Document or otherwise. All such liabilities and obligations shall be retained by and remain obligations and liabilities of the Company or its Affiliates (the “Excluded Liabilities and Obligations”).

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

  • Assignment; Assumption by Successor The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by Xxxxxxxxx, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised weighted average Indicated Advertised Rate of all In- cluded Timber remaining immediately prior to the catas- trophe has been reduced through Catastrophic Damage by an amount equal to or more than the weighted aver- age Current Contract Rate. “Indicated Advertised Rates” are Forest Service esti- mates of fair market value of the timber.

  • No Assignment This Agreement may not be assigned by any Party hereto except with the prior written consent of the other Parties.

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