No Assumption of Retained Liabilities Sample Clauses

No Assumption of Retained Liabilities. All of the Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller.
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No Assumption of Retained Liabilities. XNDA shall not be liable for, or assume, any other liabilities or obligations of TribalRides other than the Assumed Liabilities. Notwithstanding anything to the contrary contained herein, and without limiting the foregoing, all of the following liabilities and obligations of TribalRides shall be considered "Retained Liabilities" for purposes of this Agreement: (i) All liabilities and debts on the TribalRides balance sheet and all amounts owed to any third party for any reason; (ii) any Liability or obligation relating to product Liability claims for products sold or services rendered by TribalRides; (iii) all environmental Liabilities of TribalRides under Applicable Laws; (iv) any Liability or obligation which arises prior to or after the Closing Time in respect of the present or former employees, non-employee directors or other service providers of TribalRides or the spouses, dependents or beneficiaries thereof; (v) any Liability or obligation of TribalRides to any of TribalRides’ shareholders, members, directors, officers, managers or affiliates; (vi) all Liabilities of TribalRides and the ERISA Affiliates arising under, or with respect to, the Employee Plans; (vii) any Liability or obligation arising out of, or relating to, any Proceeding pending as of the Closing Date or any Proceeding commenced after the Closing Date to the extent arising out of, or relating to, any act or omission of TribalRides or any event, circumstance, condition occurring on or prior to the Closing Date; (viii) any Liability or obligation arising out of or resulting from noncompliance by TribalRides with any Applicable Law or any Order occurring on or prior to the Closing Date; (ix) any Liability or obligation of TribalRides with respect to Taxes; (x) any Liability or obligation arising out of, or relating to, the Excluded Assets on or prior to the Closing Date; (xi) any Liability or obligation under any Assumed Contract which arises after the Closing Date with respect to any breach or violation that occurred on or prior to the Closing Date; (xii) any Liability or obligation relating to or arising out of any Contracts of TribalRides other than the Assumed Contracts; (xiii) any Liability or obligation relating to, or resulting from, TribalRides Intellectual Property to the extent arising on or prior to the Closing Date; (xiv) any Liability or obligation based upon TribalRides’ acts or omissions occurring after the Closing Date (other than those relating to XNDA's ownership of the ...
Sample 1Sample 2
No Assumption of Retained Liabilities. Except as specifically set forth herein with respect to the Assumed Liabilities, the Buyer does not and will not assume any liability or obligation of Seller, or any obligation relating to the business or the use of the Assets or the performance under the Property Agreements whether absolute or contingent, asserted or unasserted, known or unknown, disclosed pursuant to this Agreement or otherwise. All of the Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller.
Sample 1
No Assumption of Retained Liabilities. Buyer Parties do not and will not assume or be obligated for any liability or obligation of any Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, whether disclosed pursuant to this Agreement or otherwise, not expressly assumed by Buyer Parties as an Assumed Liability (all of such obligations and liabilities not being assumed herein called the "Retained Liabilities"). All of the Retained Liabilities shall remain the sole responsibility of Sellers and Sellers shall pay and satisfy such Retained Liabilities when due in accordance with their terms to the extent that failure thereof would create any liability, damage, harm or obligation on the part of Buyer
Sample 1
No Assumption of Retained Liabilities. Except for the Assumed ------------------------------------- Liabilities, the Partnership does not hereby assume or agree to assume any other debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Contributor or any of its affiliates including, without limitation, those arising under any law, action, claim, suit or governmental order and those arising under any contract, agreement, arrangement, commitment or undertaking of the Contributor or any of its affiliates (collectively, the "Retained Liabilities"). Without limitation of the foregoing, the Contributor shall retain and remain responsible for all of the following liabilities of the Contributor, whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, regardless of when asserted: (1) All warranty (whether express or implied) and liability claims relating to the Contributed Assets that arose or accrued prior to the Effective Date, including, without limitation, claims related to defects in products sold or distributed by Contributor prior to the Effective Date; (2) All taxes attributable or relating to the assets or business of the Contributor, or that may be applicable to the transactions contemplated by this Agreement (including, without limitation, all sales, use and transfer taxes); and (3) All of the Contributor's liabilities arising out of or in connection with the breach by the Contributor or any of its affiliates of any contract or agreement included in the Contributed Assets that arose or accrued prior to the Effective Date.
Sample 1
No Assumption of Retained Liabilities. Except for the Assumed Liabilities, the Partnership does not hereby assume or agree to assume any other debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Contributor or any of its affiliates including, without limitation, those arising under any law, action, claim, suit or governmental order and those arising under any contract, agreement, arrangement, commitment or undertaking of the Contributor or any of its affiliates (collectively, the "Retained Liabilities"). Without limitation of the foregoing, the Contributor shall retain and remain responsible for all of the following liabilities of the Contributor, whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, regardless of when asserted:
Sample 1
No Assumption of Retained Liabilities. Buyer shall not assume nor be responsible for paying, performing or discharging any of the liabilities or obligations of the Division listed below, and Seller shall retain the responsibility for such liabilities and obligations (the "Retained Liabilities"). The Retained Liabilities for which Seller shall remain responsible are limited to the following (but shall in no event include any liabilities or obligations of the Acquired Subsidiaries, provided that certain of such liabilities and obligations of the Acquired Subsidiaries are subject to indemnification by Seller pursuant to Section 9.2(a)(iv)): (i) liabilities or obligations with respect to legal, brokerage, finder's or accounting fees or similar charges which may arise
Sample 1
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No Assumption of Retained Liabilities. (a) 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, character or description relating to Sellers, the Business or the use of the Purchased Assets or the performance by Sellers under the Assumed Contracts prior to the Effective Time, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not such liabilities and obligations are required to be accrued on the financial statements of Sellers (collectively, the “Retained Liabilities”). Retained Liabilities shall include, without limitation, the following: (i) all environmental costs and liabilities, known or unknown, relating to or arising from the conduct of the Business, any omissions or inactions by the Business, or any Leased Real Property to the extent relating to any Releases or violations of Environmental Laws prior to the Effective Time, including without limitation (A) any Release of, off-site shipment of, or any exposure of any person to any Hazardous Substance at, on, in, to, from or under the Leased Real Property that occurred on or before the Closing Date, regardless of whether known or unknown at the Closing Date, including the subsequent migration of such Hazardous Substance from the Leased Real Property and other ongoing Releases, (B) any environmental fact or condition that occurred or existed on or before the Closing Date, whether known or unknown at the Closing Date for which either Seller is liable, (C) any violation of Environmental Law or Environmental Permit by either Seller or the Business that occurred on or before the Closing Date, whether known or unknown at the Closing Date, or (D) any proceeding or claim by any person, entity or governmental authority initiated or asserted in response to (A) through (C) above, known or unknown at the Closing Date; (ii) any liability or obligation under any Assumed Contract that arises after the Effective Time but that arises out of any breach that occurred before the Effective Time; (iii) any liability or obligation in respect of the Employees (including, without limitation, all employment agreements, severance policies or agreements, and bonus obligations) or the Employee Benefit Plans; (iv) any liability or obligation of Sellers...
Sample 1
No Assumption of Retained Liabilities. All of the Xxx Retained Liabilities and the Stonehenge Retained Liabilities shall remain the sole responsibility of Xxx and Stonehenge, respectively, and shall be retained, paid, performed and discharged solely by Xxx and Stonehenge, respectively, when and as they become due and payable or performable.
Sample 1

Related to No Assumption of Retained Liabilities

  • No Assumption of Liabilities Notwithstanding anything in this Agreement or elsewhere to the contrary, no SNH Entity is assuming, and no SNH Entity shall be responsible for, any liability of any kind or nature whether known or unknown, absolute, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity or any other person for: (a) Any costs or expenses, including, but not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result of any injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time.

  • Assumption of Assumed Liabilities Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall (i) assume and, subject to Section 2.5, Section 6.5, Section 6.6 and Article VII, pay, perform, satisfy and discharge any and all Liabilities of the Sellers or any of their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries), whether arising prior to, on or after the Closing, to the extent resulting from or arising out of the past, present or future ownership, operation, use or conduct of the Business or the Purchased Assets (including the Shares) and (ii) cause the Conveyed Subsidiaries and their Subsidiaries to pay, perform, satisfy and discharge any and all of their respective Liabilities, in each case of the foregoing clauses (i) and (ii), other than Liabilities identified as Retained Liabilities in clauses (a) through (g) of Section 2.5 (all of the foregoing Liabilities being collectively referred to herein as the “Assumed Liabilities”). The Assumed Liabilities shall also include the following: (a) all Liabilities to the extent expressly assumed by, retained by or agreed to be performed by Purchaser or its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) pursuant to the terms of this Agreement, including all Liabilities to the extent transferred to or assumed or retained by Purchaser or its Subsidiaries pursuant to Section 6.6 and Section 6.13; (b) all Liabilities in respect of any Action, whether class, individual or otherwise in nature, in law or in equity, whether or not presently threatened, asserted or pending, to the extent arising out of, or to the extent relating to, the Business or the operation or conduct of the Business prior to, on or after the Closing; (c) all Liabilities for Taxes of the Conveyed Subsidiaries and their Subsidiaries and, without duplication, all other Liabilities for Taxes imposed with respect to, arising out of or relating to the Purchased Assets or the Business, in each case, other than Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement; (d) all Liabilities to the extent arising out of, or to the extent relating to, the design, manufacture, testing, marketing, distribution, use or sale of Products prior to, on or after the Closing, including warranty obligations and irrespective of the legal theory asserted; (e) all Liabilities to suppliers and customers, in each case to the extent arising out of, or to the extent relating to, the Business, including in respect of any Products returned prior to, on or after the Closing; (f) all accounts payable and all other Liabilities, in each case included in the calculation of Final Business Working Capital, all Funded Indebtedness included in the calculation of Final Business Net Cash and all other Indebtedness of the Conveyed Subsidiaries (or their Subsidiaries) that is not Funded Indebtedness; (g) all Environmental Liabilities of any nature whatsoever to the extent arising out of, or relating to, or in respect of the Conveyed Subsidiaries (or their Subsidiaries), the Purchased Assets, the Business or the Facilities, whether arising prior to, on or after the Closing, other than the Retained Facilities Environmental Liabilities or the Retained Environmental Liabilities; (h) all Liabilities to the extent relating to, resulting from or arising out of the Assumed Contracts, including Purchaser’s or its Affiliates’ (including any Conveyed Subsidiary’s or its Subsidiaries’) portion of Shared Contractual Liabilities pursuant to Section 2.2(d); and (i) the Liabilities set forth in Section 2.4(i) of the Seller Disclosure Letter.

  • 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 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.

  • Retained Liabilities The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

  • 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.

  • Non-Assumption of Liabilities Neither Party shall be liable for the prior, existing or future obligations, liabilities or debts of the other Party.

  • Excluded Liabilities Notwithstanding anything to the contrary contained herein, Purchaser shall not assume any duties, obligations or liabilities of Seller of any kind, whether known, unknown, contingent or otherwise, other than the Transferred Liabilities, including any duty, obligation or liability: (1) not directly relating to the Transferred Assets; (2) attributable to any acts or omissions to act taken or omitted to be taken by or on behalf of Seller (or any of its Affiliates) prior to the Effective Time in violation of any applicable laws, contracts or legal or fiduciary duties; (3) attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its affiliates or direct or indirect Subsidiaries); (4) for (i) Taxes relating to the Transferred Assets or the Transferred Liabilities for taxable periods (or portions thereof) ending on or prior to the Closing Date and (ii) Taxes for which Seller is liable pursuant to Section 2.1(h); (5) except as expressly set forth in Section 8.13, relating to the Employees in any respect, including the employment or termination of employment of any Employee, in the case of each Branch Employee relating to any period prior to the time such Branch Employee become employed by Purchaser as contemplated hereby, and relating to the Benefit Plans, ERISA, COBRA or the WARN Act in any respect, whether arising before or after the Effective Time (for avoidance of doubt, Excluded Liabilities include any duty, obligation or liability arising under the Seller Employment Agreements, the Parent Equity Incentive Plans, any contract listed on Schedule 6.8(b)(ii) or any plan listed on Schedule 6.8(b)(iii)); (6) arising from circumstances, events or conditions prior to the Effective Time and not expressly assumed hereunder; and (7) all amounts due and payable to any Affiliate (collectively, the “Excluded Liabilities”). For avoidance of doubt, Excluded Liabilities shall include the Perryville Loan Liabilities, and Purchaser shall not be a successor to Seller with respect to any Perryville Loan Liabilities. This Section 2.1(f) is not intended to enlarge the rights of any third parties relating to the Excluded Liabilities. Nothing contained in this Agreement shall prevent either party hereto from contesting matters relating to the Excluded Liabilities with any third party.

  • Liability for Transfer Taxes The Stockholder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares received in connection with the transactions contemplated hereby, or interests therein (other than the receipt of the Merger Consideration by the Stockholder pursuant to the Merger Agreement) within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. The Stockholder hereby grants a security interest in 50% of its Company Shares received in the Merger to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 6.05 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Stockholder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

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