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. 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. 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.
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:
(a) any debt, liability or obligation of Seller or any affiliates or associates, direct or indirect, known or unknown, fixed, contingent or otherwise, that (i) is unrelated to the Assets; or (ii) relates to the Assets and is based upon or arises from any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition occurring or existing on or before the Closing Date (as defined below), whether or not then known, due or payable;
(b) any obligation for Taxes related to any of the Assets for any tax period or portion thereof ending on or before the Effective Date (including the sales tax liability relating to or arising from the transfer of Assets) and any obligation for other Taxes of Seller; and
(c) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date and relating to any employee benefit plan, policy, practice or agreement to which Seller is a party or under which Seller's employees or former employees is covered.
No Liabilities Assumed. Parent and Assignee acknowledge that Assignee is assuming no liabilities of Parent in connection with the transfers described in this Agreement.
No Liabilities Assumed. Except for the "Assumed Obligations" (defined ---------------------- below), Buyer shall not assume and shall under no circumstances be responsible for, and Seller and TRW shall retain and be responsible for, any liabilities or obligations of Seller
No Liabilities Assumed. Seller warrants that there are no liabilities attached to the Purchased Assets being conveyed to the Buyer. Seller warrants that any other liabilities of the Business, the Seller retains, and is solely responsible for paying, performing, and discharging when due, and the Buyer does not assume or otherwise have or acquire any responsibility or liability for, all Liabilities of Seller, whether now existing or hereafter arising,
