No Further Assumption Sample Clauses

No Further Assumption. The parties acknowledge and agree that this is a sale of all assets and that, except as otherwise specifically set forth in Section 3 or in the Assignment and Assumption Agreement, Purchaser shall neither assume nor be liable for any contracts, debts, warranties, obligations, undertakings or liabilities whatsoever of the Seller, and Seller shall remain solely liable for any and all claims against the Business or its assets and all liabilities and accounts payable arising out of Seller's operation of the Business, acts or omissions prior to the Closing. Purchaser shall be responsible for claims, liabilities and accounts payable arising out of Purchaser's operation of the Business, acts or omissions after the Closing.
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No Further Assumption. The parties acknowledge and agree that except as otherwise expressly provided herein, Purchaser is not assuming any liabilities or obligations of Seller which arose during or relate to any period of time prior to the Closing Date.
No Further Assumption. Except as set forth in Section 3.1 above, Purchaser does not assume any Liability or obligation of Seller.
No Further Assumption. Except as set forth in Section 3.1 above, Purchaser does not assume any Liability or obligation of Seller. Asset Purchase Agreement Execution Version
No Further Assumption. The parties acknowledge and agree that this is a sale of all assets and that, except as otherwise specifically set forth in this Section 3, EUI shall neither assume nor be liable for any contracts, debts, warranties, obligations, undertakings or liabilities whatsoever of the Seller, and Seller shall remain solely liable for any and all claims against the Business or its assets and all liabilities and accounts payable arising out of Seller's operation of the Business, acts or omissions prior to the Closing. EUI shall be responsible for claims, liabilities and accounts payable arising out of EUI's operation of the Business, acts or omissions after the Closing.

Related to No Further Assumption

  • No Further Amendment Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement.

  • No Further Rights After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

  • No Further Changes 2.1 Other than the specific amendment agreed upon herein, all other terms of the Employment Agreement shall remain unchanged, shall be in full force and effect, and shall govern this Amendment.

  • No Further Consents, etc Except for such consents, approvals and waivers as have been obtained by such Selling Stockholder on or prior to the date of this Agreement, no consent, approval or waiver is required under any instrument or agreement to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, in connection with the offering, sale or purchase by the Underwriters of any of the Offered Shares which may be sold by such Selling Stockholder under this Agreement or the consummation by such Selling Stockholder of any of the other transactions contemplated hereby.

  • No Further Amendments Except as previously amended in writing or as amended hereby, the Original Credit Agreement shall remain unchanged and all provisions shall remain fully effective between the parties.

  • No Further Modification Except as set forth in this Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect.

  • No Further Claims (a) The parties bound by this agreement acknowledge that this Agreement settles all claims in relation to the terms and conditions of employment of the employees to whom it applies and agree that they will not pursue any extra claims during the term of this Agreement. (b) Subject to an employer meeting its obligations to consult arising under this Agreement or a contract of employment, it is not the intent of this provision to inhibit, limit or restrict an employer’s right or ability to introduce change at the workplace.

  • No Further Obligations Except as expressly provided above or as otherwise required by law, the Company will have no obligations to Employee in the event of the termination of this Agreement for any reason.

  • No Further Transfers At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Common Stock that were outstanding immediately before the Effective Time.

  • No Further Representations Except for the representations and warranties specifically set forth in this Article 3, neither it nor its Subsidiaries nor any other person makes or shall be deemed to make any representation or warranty to the other party, express or implied, at law or in equity, with respect to the transactions contemplated by this Agreement and it hereby disclaims any such representation or warranty whether by it or any of its officers, directors, employees, agents, representatives or any other person. It acknowledges and agrees that, except for the representations and warranties specifically set forth in this Article 3, neither the other party nor its Subsidiaries makes or shall be deemed to make any representation or warranty to it, express or implied, at law or in equity, with respect to the transactions contemplated by this Agreement.

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