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.
(b) Except as expressly set forth in this Agreement, Vicuron is not assuming and shall not be liable for any contractual obligations of Oscient or its Affiliates or any other liabilities or obligations of Oscient 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, on or following 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 be sole responsibility of Oscient.
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. 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 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).
ii. Subject to the indemnity provisions in this Termination Agreement, Besins and Atossa agree that Atossa is not assuming and shall not assume, through this Termination Agreement or otherwise, any obligations or liabilities of Besins of any kind or nature whatsoever arising from or relating to any acts or omissions by or on behalf of Besins subsequent to the Effective Date.
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. 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. Case 1-12-46913-ess Doc 417-1 Filed 03/07/13 Entered 03/07/13 18:43:38
(a) Notwithstanding anything in this Agreement or any Related Agreement to the contrary, neither Buyer nor any of its Affiliates shall assume, or be obligated or become liable in any way whatsoever for, the payment or performance of any Liabilities (i) of any Seller or any of its Affiliates, (ii) to the extent arising out of, relating to, or in connection with Sellers’ ownership or operation of the Business or the Acquired Accounts Receivable (or the acts or omissions of Sellers and/or their respective Affiliates in connection therewith) prior to the Closing Date (whether or not such Liabilities manifest themselves or are first discovered on or after the Closing Date), including with respect to any such Liabilities for (x) Taxes related to any taxable period (or the portion of a period) ending on or before the Closing Date or (y) any pending or threatened Litigation, or (iii) arising out of, relating to, or in connection with any Retained Accounts Receivable, and, in each case, Sellers and their respective successors and assigns, shall remain solely liable and responsible with respect to all such Liabilities (subject to Sellers’ available defenses in respect of such Liabilities); provided, however, that Buyer will become responsible for all Liabilities arising out of or related to Buyer’s or its Affiliates’ ownership of the Acquired Accounts Receivable to the extent, and only to the extent, that such Liabilities arise from acts, events or conditions relating to the period after the Closing Date.
(b) Without limiting the generality of Section 2.2(a), the Parties agree that the transactions contemplated under this Agreement are not intended to amount to a consolidation, merger or de facto merger of Buyer and any of Sellers, and that there is no substantial continuity between Buyer and Sellers.
No Assumption of Liabilities or Obligations. Notwithstanding any contrary provision, the Purchaser shall not assume any liabilities, contracts or other obligations of the Seller and nothing herein shall be construed as imposing any such liability or obligation upon the Purchaser. Seller shall indemnify Purchaser from all said liabilities, contracts or other obligations pursuant to Section 10.3. Notwithstanding the foregoing, Purchaser hereby assumes all future obligations with respect to the above referenced telephone numbers and all obligations to the Clients arising after the Closing (the "Assumed Obligations"). Purchaser shall indemnify Seller from all said Assumed Obligations pursuant to Section 10.2.