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:
No Assumption of Retained 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 Seller relating to or arising out of the Retained Liabilities 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 Seller.
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:
No Assumption of Retained Liabilities. Buyer shall not be liable for, or assume, any other liabilities or obligations of CCI 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 CCI shall be considered "Retained Liabilities" for purposes of this Agreement:
No Assumption of Retained Liabilities. The Buyer does not and will not assume any of the Retained Liabilities, which shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Sellers, or as applicable, the Sellers’ Affiliates, each on a timely basis.
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.
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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)):
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:
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
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