No Assumption of Liabilities or Obligations. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not assume any liabilities or obligations of the Seller and nothing herein shall be construed as imposing any liability or obligation upon the Purchaser other than those specifically provided for herein.
No Assumption of Liabilities or Obligations. (a) Except as expressly set forth in this Agreement, Oscient is not assuming and shall not be liable for any contractual obligations of Vicuron or its Affiliates or any other liabilities or obligations of Vicuron or its Affiliates of any nature, fixed or contingent, disclosed or undisclosed, to the extent that such liabilities or obligations arose, or related to an act, omission or breach occurring, prior to the Effective Date, which such liabilities or obligations pertain to the Assigned Property or arise from the consummation of the transactions contemplated hereunder, all of which liabilities and obligations shall remain the sole responsibility of Vicuron.
No Assumption of Liabilities or Obligations. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not assume any liabilities or obligations of the Seller except the Seller's open purchase orders and executory contract obligations that were entered into in the normal course of business existing for the Seller, at Closing as disclosed on Schedule 2.13 hereto, and nothing herein shall be construed as imposing any liability or obligation upon the Purchaser other than those specifically provided for herein. Seller and Forsbergs shall not assume any liability or obligations of the Purchaser, and nothing herein shall be construed as imposing any liability or obligation upon the Seller and Forsbergs other than those specifically provided for herein. Notwithstanding any other provision herein, Seller shall be responsible for payment of all employee salaries and payroll taxes (i.e., FICA, FUTA, federal income tax withholding, Idaho State income tax withholding, SUDA, and L&I taxes, etc.) through the Date of Closing, and Purchaser shall be responsible for payment of said salaries and payroll taxes owed from the day immediately following the Date of Closing forward. Seller and Forsbergs and Purchaser acknowledge and agree that all employees of the Seller are employed "at will".
No Assumption of Liabilities or Obligations. Except for the Liabilities listed in Exhibit “B”, Purchasers do not and will not assume or agree to pay, perform or discharge any Liabilities or obligations of any nature or amount whatsoever of Sellers, Seller Affiliates or the Business, whether accrued, absolute, contingent or otherwise, arising out of claims, actions or events occurring before Closing or any expense, or liability relating to the Assets or the Business transferred to Purchasers arising out of the execution or consummation of the transactions contemplated by this Agreement.
No Assumption of Liabilities or Obligations i. Besins and Atossa agree that Besins is not assuming, through this Termination Agreement or otherwise, any obligations or liabilities of Atossa of any kind or nature whatsoever and that the only financial obligations undertaken by Besins to or on behalf of Atossa arising out of this Termination Agreement shall be the Termination Payment set forth in paragraph 7(a) and the reimbursement of Atossa out-of-pocket expenses set forth in paragraph 7(b).
No Assumption of Liabilities or Obligations. Notwithstanding anything to the contrary in this Agreement, the Licensee shall not assume any liabilities or obligations of the Licensor and nothing herein shall be construed as imposing any liability or obligation upon the Licensee other than those specifically provided for herein.
No Assumption of Liabilities or Obligations. Except as expressly provided below, Buyer shall not be deemed to have agreed to assume or discharge any, and Seller shall indemnify and hold Buyer harmless against all, liabilities and obligations of Seller which relate to the Assets prior to the Effective Date.
No Assumption of Liabilities or Obligations. Acquirer does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement, or of any instrument, paper or document delivered by it pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Transferor including liabilities and obligations with respect to Taxes of Transferor (including any Taxes of Transferor of any kind attributable to the Consideration Distribution or the Contemplated Transaction) and liabilities and obligations with respect to representations and warranties previously made by Transferor to any person. It is understood and agreed that Transferor shall retain all liability for, and Acquirer shall not assume or have any obligation with respect to, any liability, obligation or indebtedness of Transferor including liabilities and obligations with respect to Taxes of Transferor (including any Taxes of Transferor of any kind attributable to the Consideration Distribution or the Contemplated Transaction) and liabilities and obligations with respect to representations and warranties previously made by Transferor to any person. As provided in Section 9.2, Transferor shall indemnify Acquirer with respect to (a) such liabilities, obligations and indebtedness and (b) Proceedings and claims resulting from representations and warranties previously made by Transferor to any person.
No Assumption of Liabilities or Obligations. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not assume any liabilities, other than liabilities arising after the date hereof in connection with any of the Transferred Assets (the “Assumed Liabilities”), including but not limited to accounts payable applicable to cost of revenue and nothing herein shall be construed as imposing any liability or obligation upon the Purchaser other than those specifically provided for herein.
No Assumption of Liabilities or Obligations. Notwithstanding anything to the contrary in this Agreement: (a) the Purchaser shall NOT assume any current or future liabilities or obligations of the Seller, the Special Shareholder, and/or the Shareholder, except for the Exceptions listed in Schedule 1.3. hereto; and, (b) nothing herein shall be construed as imposing any liability or obligation upon the Purchaser, other than as specifically and expressly provided for herein.
