No Assumption of Other Liabilities. Except for the Assumed Contract Liabilities identified in Section 2, Assignee does not assume, and shall not in any manner become responsible or liable for, and Assignor shall retain, pay, discharge and perform in full, all other debts, obligations or liabilities of Assignor, whether known or unknown, fixed, contingent or otherwise.
No Assumption of Other Liabilities. Except as expressly set forth in this Agreement, Buyer does not by this Agreement, and will not be obligated to, assume any obligation, liability or duty of Seller whether incurred in connection with the Purchased Assets or otherwise.
No Assumption of Other Liabilities. Except for the Assumed Liabilities, Buyer is not assuming and will not in any way be liable or responsible for any liabilities, obligations or indebtedness of Seller, whether relating to the Assets or otherwise, of any kind or nature whatsoever, whether due or to become due, absolute or contingent, direct or indirect, asserted or unasserted.
No Assumption of Other Liabilities. Buyer shall in no event assume or be responsible for any other liabilities, liens, security interests, claims, obligations or encumbrances of Seller, contingent or otherwise, and the Purchased Assets transferred to Buyer shall be transferred to Buyer free and clear of all liabilities, liens, security interests, claims, obligations, and encumbrances of any kind whatsoever, upon completion of the $300,000 payment provided in paragraph 1.3 and disbursement thereof . Without limiting the generality of the foregoing, in no event shall Buyer assume or be responsible for: (i) any income, property, franchise, use or other tax of Seller or any filing requirements or obligations with respect thereto arising out of or resulting from the sale of the Purchased Assets hereunder (all such taxes to be paid by Seller) or any transaction of Seller prior to or subsequent to the execution of this Agreement or (ii) any liabilities, obligations, or costs resulting from any claim or lawsuit or other proceeding relating to the Business or naming Seller or any successor thereof as a party and arising out of events, transactions, or circumstances occurring or existing prior to the Closing Date.
No Assumption of Other Liabilities. Except as specifically set forth in SECTIONS 3.4, 8.4 and 8.6, none of Shoney's, TPAC or any of their respective Affiliates shall assume or have any liability for any other liability or obligation of Enterprises or any of the Remaining Subsidiaries including, without limitation, any liability for Taxes.
No Assumption of Other Liabilities. Buyer will not assume or perform any Liabilities of Sellers not specifically provided in Section 2.2 hereof (the “Excluded Liabilities”).
No Assumption of Other Liabilities. It is expressly agreed that the Purchaser does not hereby assume nor agree to pay, discharge or perform, any liability or obligation of the Seller other than the Assumed Liabilities.
No Assumption of Other Liabilities. Except for the Assumed ---------------------------------- Liabilities, Buyer shall not assume any liabilities or obligations of Seller.
No Assumption of Other Liabilities. Purchaser will not assume any liabilities of Seller’s business or operations, except as expressly set forth in this Contract. Seller hereby agrees to indemnify, defend and hold Purchaser and its affiliates harmless from and against any and all claims, liabilities, losses, costs, expenses, or damages arising out of any liabilities or obligations of Seller’s business or operations with respect to the period prior to the Closing that are not expressly assumed in this Contract by Purchaser, which agreement shall indefinitely survive the Closing.
No Assumption of Other Liabilities. Other than the liabilities of Vendor assumed pursuant to section 2.3, it is expressly understood and agreed between the parties hereto that Purchaser shall not assume and is not assuming, nor shall Purchaser become liable, obligated or responsible for the payment of any debts, liabilities or obligations or the performance of any duties of Vendor of any kind or nature whatsoever, whether arising before, on or subsequent to the Effective Date and whether contingent or liquidated in amount, including, without limitation, any debts, liabilities, obligations or duties arising out of accounts payable, tax liabilities, environmental matters, Contracts, or other liabilities of Vendor or related to the operation of the Business.
