No Liabilities Assumed. Except as expressly set forth in Section 2 below, Buyer shall not assume or be responsible for any liability or obligation of Seller of any kind, known or unknown, contingent or otherwise.
No Liabilities Assumed. The Purchaser shall not assume or be liable for any liabilities or obligations of the Vendor, direct or indirect, fixed, contingent or otherwise, known or unknown, which exist at the Effective Time or which arise thereafter as a result of any act, omission or circumstance taking place prior to the Effective Time.
No Liabilities Assumed. Buyer assumes no liability other than as expressly provided by this Agreement. Buyer shall not assume any Liabilities arising out of any breach by Seller of any provision of any Assumed Contract or any infringement or other action of Buyer .
No Liabilities Assumed. Buyer shall not assume or be liable for, and Seller shall retain, discharge and perform, any and all liabilities and obligations of Seller attributable to the Acquired Assets.
No Liabilities Assumed. Notwithstanding anything contained herein, the Secured Creditors and GoGreen shall not assume or become responsible for, and Debtors shall retain and remain solely liable for and obligated to discharge and indemnify and hold the Secured Creditors and GoGreen harmless for, any and all liabilities, indebtedness, guarantees or obligations of any kind, character or description (whether known or unknown, whether absolute or contingent, whether disputed or undisputed, whether liquidated or unliquidated, whether accrued or unaccrued, whether secured or unsecured, whether joint or several, whether due or to become due, whether vested or unvested, and whether claims with respect thereto are asserted before or after the Closing) of Debtors (collectively, the "Debtors Liabilities"), including without limitation the following:
No Liabilities Assumed. As of the Closing, Buyer agrees to ---------------------- assume the future payment and performance of all obligations and liabilities first accruing during, arising out of, or relating to the period after the Closing under the Assumed Contracts, the Leases, and the Assets (other than the Excluded Assets), including trade payables, purchase orders, and real estate and employment taxes accrued or incurred after the Closing (collectively, the "Assumed Liabilities"). Except as described in the preceding sentence, or unless otherwise specifically provided in this Agreement, Buyer shall not assume, or in any way be liable or responsible for, any claims, liabilities, obligations, or debts of Seller, including without limitation any liabilities of Seller relating to: (a) taxes payable with respect to Seller's Dental Business during the Pre- Closing Tax Period (as defined below), including without limitation income taxes, real estate taxes, or employment taxes; (b) any pension, profit sharing, or employee benefit plans covering any of the employees of Seller for any period prior to the Closing; (c) express or implied warranties; (d) any acts or omissions of Seller or its employees prior to the Closing (including without limitation those related directly or indirectly to any malpractice claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller or any other tort claim asserted against Seller or any dentist or dental specialist employed or otherwise retained by Seller); (e) claims for breach of contract; (f) accrued but unpaid compensation, severance, or bonus obligations of Seller; and (g) other claims of any kind whatsoever, or any other liabilities of Seller, direct or contingent. For purposes of this Agreement, "Pre-Closing Tax Period" shall mean the taxable period or portion of the taxable period that ends on the Closing Date, and items of income, gain, loss, deduction, and credit for any period attributable to the period of time before the Closing Date shall be allocated to a deemed Pre-Closing Tax Period that ends on the Closing Date (the "Deemed Pre-Closing Tax Period") using an interim closing-of-the-books method, assuming that the Deemed Pre-Closing Tax Period ended as of the close of business on the Closing Date, unless another allocation method is mutually agreed upon by Buyer and Seller. Within 90 days after the Closing Date, Seller and Buyer shall prorate as of the Closing Date any amounts which become du...
No Liabilities Assumed. Buyer shall not assume any liabilities of Seller including, without limitation, all accounts payable, litigation, debt and taxes relating to the *** Technology that are attributable to periods prior to or on the Closing Date. *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
No Liabilities Assumed. Except for the Assumed Contracts, Buyer has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, for the liabilities of Seller or any respective affiliates or associates, which liabilities will, as between Seller, on the one hand, and Buyer, on the other hand, remain the sole responsibility of, and will be satisfied by, Seller, including without limitation:
No Liabilities Assumed. (a) Except as expressly provided herein, Buyer shall not assume, nor in any way be liable or responsible for, any claims or lawsuits against, or liabilities, obligations or debts of any nature, known or unknown, fixed or contingent, of the Business, the Seller, or any other Seller Party.
No Liabilities Assumed. For the avoidance of doubt, Purchaser is not acquiring any assets, business or goodwill of the Sellers other than the Purchased IP.
