Common use of No Assumption of Liabilities Clause in Contracts

No Assumption of Liabilities. Buyer does not and will not assume any liability or obligation of any kind of Sellers, or any obligation relating to the use of the Assets or performance by Sellers under the Contracts prior to the Effective Time, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Covol Technologies Inc), Asset Purchase Agreement (Covol Technologies Inc), Asset Purchase Agreement (Covol Technologies Inc)

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No Assumption of Liabilities. Except as specifically set forth herein with respect to the Assumed Liabilities, Buyer does not and will not assume any liability or obligation of any kind of SellersSeller, or any obligation relating to the use of the Assets or performance by Sellers Seller under the Contracts prior to the Effective Time, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise.

Appears in 2 contracts

Samples: Purchase Agreement (Headwaters Inc), Purchase Agreement (Covol Technologies Inc)

No Assumption of Liabilities. The Buyer does not and will not assume or be responsible for any liability liabilities, liens, security interests, claims, obligations or obligation encumbrances of any kind of the Sellers, or any obligation relating to the use of the Assets or performance by Sellers under the Contracts prior to the Effective Timewhether known, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, absolute, contingent or otherwise.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vincera, Inc.), Asset Purchase Agreement (Vincera, Inc.)

No Assumption of Liabilities. Buyer does not and will not assume any liability or obligation of any kind of SellersSeller, or any obligation relating to the use of the Assets or performance by Sellers under the Contracts prior to the Effective Time, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headwaters Inc)

No Assumption of Liabilities. The Buyer does not and will not assume neither assume, nor have any responsibility with respect to, any obligation, liability or obligation of any kind of Sellersdebt (whether known or unknown, whether asserted or any obligation relating to the use of the Assets or performance by Sellers under the Contracts prior to the Effective Timeunasserted, whether absolute or contingent, whether accrued or unaccrued, asserted whether liquidated or unassertedunliquidated, known and whether due or unknown, or otherwiseto become due) of the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Texxar Inc)

No Assumption of Liabilities. Buyer does not and will not assume or have any liability responsibility with respect to any obligation or obligation any of the Liabilities of either Seller or the Business except for any Liability under existing contracts related to the current and ongoing delivery of services and management of Seller’s Business which will be transferred to and honored by Buyer. For the avoidance of any kind of Sellersdoubt, Buyer will not assume or any be responsible for Seller’s debt obligation relating or loan payable to the use of the Assets or performance by Sellers under the Contracts prior to the Effective Time, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwiseXxx Xxxxx.

Appears in 1 contract

Samples: Plan of Reorganization and Stock Purchase Agreement (Modavox Inc)

No Assumption of Liabilities. Buyer does not and will shall not assume any liability liabilities or obligation obligations of Seller of any kind of Sellers, or any obligation relating to the use of the Assets or performance by Sellers under the Contracts prior to the Effective Timekind, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.

Appears in 1 contract

Samples: Asset Purchase Agreement (NewBridge Global Ventures, Inc.)

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No Assumption of Liabilities. Buyer does not and will shall not assume any liability liabilities, obligations or obligation undertakings of Seller of any kind of Sellers, or any obligation relating to the use of the Assets or performance by Sellers under the Contracts prior to the Effective Timenature whatsoever, whether absolute fixed or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, determined or otherwisedeterminable, due or not yet due, except as specifically provided herein and except obligations or liabilities incurred solely as a member of Agrinatural because of becoming the owner of the Interest.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Heron Lake BioEnergy, LLC)

No Assumption of Liabilities. The Buyer does not assume, and will shall not assume in any liability manner become responsible or obligation of liable for, any kind of Sellersdebts, obligations or any obligation relating liabilities related to the use Acquisition Assets, the Business or of the Assets or performance by Sellers under the Contracts prior to the Effective TimeSeller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, fixed contingent or otherwise, or any of the Seller’s duties, obligations or responsibilities thereto.

Appears in 1 contract

Samples: Bill of Sale (Southern Bella Inc)

No Assumption of Liabilities. Buyer does shall not be responsible for and will is not assume assuming or agreeing to pay any liability debts, liabilities or obligation obligations of Seller or ePhysician, whether accrued now or hereafter and whether known, unknown, contingent or otherwise including, without limitation, any kind of Sellers, or any obligation storage and handling fees relating to the use of the Assets or performance by Sellers under the Contracts prior to the Effective Time, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwisePurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medix Resources Inc)

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