No Liabilities to be Assumed Sample Clauses

No Liabilities to be Assumed. As used in this Agreement, the term ----------------------------- "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, penalty, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Buyer is not assuming and shall not assume or perform or discharge any Liability of Company, and all such Liabilities shall be and remain the responsibility of Company, expressly including but not limited to (i) any and all Liabilities in relation to any agreement between Company and Xxxxx Xxxxx or any person or entity affiliated with Xxxxx Xxxxx (Xxxxx Xxxxx and any person or entity affiliated with Xxxxx Xxxxx shall be referred to herein collectively as the "Xxxxx Affiliates"); (ii) any and all taxes applicable to, imposed upon or arising out of the sale or transfer of the Purchased Assets to Buyer and the other transactions contemplated by this Agreement, including but not limited to any income, transfer, sales, use, gross receipts or documentary stamp taxes relating to the transaction contemplated herein; (iii) any and all Liabilities of Company for federal income taxes and any state or local income, profit or franchise taxes (and any penalties or interest due on account thereof); (iv) any and all Liabilities with respect to any action, suit, proceeding, arbitration, investigation or inquiry, whether civil, criminal or administrative, including any third-party claims for personal injury or property damage, now or hereafter asserted, relating to or arising out of the operation of the Business by Company prior to the Closing or Company's use of, or Company's ability to transfer the use of, any of the Purchased Assets ("Litigation"); (v) any and all Liabilities to a third party for infringement of such third party's rights; (vi) any and all Liabilities of Company for any violation of or failure to comply with any statute, law, ordinance, rule or regulation (collectively, "Laws") or any order, writ, injunction, judgment, plan or decree (collectively, "Orders") of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other; (vii) any and all Liabilities arising under or related in any way to any contract or agreement between Company and a Contractor or between Company and a vendor, or to the performance o...
Sample 1
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No Liabilities to be Assumed. Aquarion shall assume no liabilities or obligations of Bethel whatever in connection with the sale of Assets provided for in this Agreement, whether accrued, contingent or other, incurred prior to the Closing Date, or arising from the activities of Bethel prior thereto, excepting only any obligations of Bethel expressly assumed by Aquarion under any lease, contract, agreement or similar document which is assigned to Aquarion on and as of the Closing Date, and specified in Schedule 1.2 hereto, or as provided in Section 5.9. For the avoidance of doubt, except as otherwise set forth herein, Aquarion shall not assume any liabilities or obligations under the agreements listed in Schedule 1.2 hereto that accrue prior to the Closing Date, all of which liabilities and obligations shall remain solely the responsibility of Bethel.
Sample 1Sample 2
No Liabilities to be Assumed by Optionee. Optionee shall not assume any obligations of Optionor, except obligations arising out of Permitted Liens (as hereinafter defined).
Sample 1
No Liabilities to be Assumed. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALLINA DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS, OR LIABILITIES OF City, OR ANY AFFILIATE OF CITY, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, Allina will not assume, and will not be deemed by anything contained in this Agreement to have assumed and will not be liable for any liability of City, or any affiliate of City known or unknown, contingent, absolute or otherwise (the “Excluded Liabilities”). Without limiting the foregoing, the Excluded Liabilities will include all liabilities: (i) Arising out of any collective bargaining agreement to which City is a party; (ii) For any employee pension plan or any retirement obligations of City; (iii) For any obligation for taxes of any kind, including local or state sales, use, or transfer tax and taxes that may be imposed upon City with regard to the sale or assignment of the Assets pursuant to this Agreement, regardless of when such obligations may become known and due; (iv) For any damages or injuries to persons or property or for any tort or strict liability arising from events, actions, or inactions in the provision of Ambulance Services or the operation of the Ambulance Service prior to the Closing Date. (v) Arising out of any claims, settlements, or litigation arising with respect to the period prior to the Closing Date, whether or not threatened or pending on or before the Closing Date; (vi) For any accounts payable of City or any affiliate of City; (vii) For amounts due or that may become due or owed to Medicare, Medicaid, any other federal or state health care reimbursement or payment intermediary, or other third party payer on account of Medicare cost report adjustments, settlements, or other payment adjustments attributable to any period prior to the Closing Date, or any other form of Medicare, Medicaid, or other health care reimbursement recapture, adjustment, or overpayment whatsoever, including fines and penalties for or relating to the practices of City related to billing or claims management; (viii) Any unpaid wages, FICA, or other employer obligations of City as of the Closing Date, including any paid time off obligations of City.
Sample 1
No Liabilities to be Assumed. Without limiting the foregoing, it is expressly understood that Buyer will purchase only the Assets including, without limitation, the real estate associated with the Water and Wastewater Systems that is owned by Seller and included on Schedule 1.1.1,; the Assets relating to operation of the Water and Wastewater Systems located in the Town of New Hartford as presented on the water and wastewater maps included in Schedule 1.1.2 and described in Schedule 1.1.3; and all materials, supplies, prepayments, and customer deposits, if any, relating to the Water and Wastewater Systems, and such purchase shall not include any assumption of any debt, liability, obligation, agreement, contract, account payable, outstanding debt, taxes incurred or accrued, incurred or accrued interest, tax collections payable or deferred credits, or any liability, under local, state or federal laws, of the Seller or otherwise relating to the Assets or their respective operation. Seller shall retain liability for, and shall indemnify and defend Buyer against any liabilities and obligations of the Seller. It is the intent of the parties hereto that Buyer shall not be liable for any liabilities or obligations of the Seller including, without limitation, related in any way to the Assets whatsoever, whether fixed or contingent, known or unknown, liquidated or unliquidated, arising now or in the future. Buyer does not assume, and no transferee liability shall attach to Buyer with respect to, any liabilities or obligations of Seller or related in any way to the Assets or actions of Seller including, without limitation, liabilities arising in connection with the operation of the Assets (including, without limitation, the Water and Wastewater Systems) and the activities of Seller prior to the closing. The elimination of any risk of such transferee liability attaching to Buyer is a primary inducement to Buyer's entering into this transaction, in that Buyer would not have entered into this transaction under circumstances where any such transferee liability would or might attach to Buyer. The entire negotiations of the parties hereto with respect to this transaction, including the Purchase Price, were based upon the assumption and agreement that Buyer would not succeed to any liability or obligation of Seller including, without limitation, those related in any way to the Water and Wastewater Systems or the Assets.
Sample 1
No Liabilities to be Assumed. Acquisition Co. does not assume, and nothing contained in this Agreement is to be construed as an assumption by Parent, CRDE, or Acquisition Co. of any liabilities, obligations, or undertakings of the Company of any nature whatsoever, whether fixed or contingent, known or unknown (the “Excluded Liabilities”), except for liabilities, if any, relating to the fulfillment of any Customer Contract after the Closing Date. Excluded Liabilities include but are not limited to (i) any liability arising out of any Benefit Plan of the Company, (ii) any liability arising out of any Contracts not specifically set forth on Schedule 2.1(b), (iii) any liability arising out of any Contract set forth on Schedule 2.1(b) but that accrues on or before the Closing Date, (iv) any liability for compensation or other amounts due to any employee of or consultant to the Company or for any other claims arising out of the terms of any employment or consulting contract, and (v) any liability for payroll or other taxes. The Company and the Shareholders, as applicable, are to be responsible for all of the liabilities, obligations, and undertakings not expressly and specifically assumed by Acquisition Co.
Sample 1
No Liabilities to be Assumed. Transferee shall not assume, and nothing contained in this Agreement shall be construed as an assumption by Transferee of, any liabilities, obligations or undertakings of Transferor of any nature whatsoever, whether fixed or contingent, secured or unsecured, known or unknown, relating to the Assets. Transferor shall be, and remain responsible for all of the liabilities, obligations and undertakings of Transferor not specifically assumed by Transferee hereunder, including without limitation, any professional liability arising from the EMS Operations on or prior to the Closing Date.
Sample 1
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Related to No Liabilities to be Assumed

  • LIABILITIES TO BE ASSUMED Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of the Seller (collectively the "Assumed Liabilities"):

  • No Liabilities Borrower has no liabilities or obligations -------------- including without limitation Contingent Obligations (and including, without limitation, liabilities or obligations in tort, in contract, at law, in equity, pursuant to a statute or regulation, or otherwise) other than those liabilities and obligations expressly permitted by this Agreement.

  • No Liability Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

  • Liabilities Not Assumed Notwithstanding any provision hereof to the contrary, the Buyer shall not assume, satisfy or perform any of the following Liabilities (the "Excluded Liabilities"): (a) any Liability to the extent such Liability is in respect of, in connection with, or otherwise arising from the operation or use of the Excluded Assets or any other assets of the Sellers that are not Acquired Assets; (b) any Liability including, without limitation, any Environmental Liability, to the extent such Liability is in respect of, in connection with, or arising from the Seller Easements; (c) any Liabilities, including, without limitation, any Environmental Liabilities, to the extent relating to the off-Site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities of Hazardous Substances that were generated at the Site, at any Offsite Hazardous Substance Facility or at a location other than the Site (other than as a result of subsurface migration from the Site), where the initial disposal, storage, transportation, discharge, Release or recycling of such Hazardous Substances at such Offsite Hazardous Substance Facility occurred on or prior to the Initial Closing Date; (d) any Liability of the Sellers to the extent arising from the execution, delivery or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (e) any Liability in respect of Taxes to the extent attributable to the Acquired Assets accrued prior to the relevant Closing Date, except those Taxes expressly allocated to the Buyer pursuant to Section 8; (f) subject to the provisions of Section 5.7, any Liability, whether funded or unfunded, to the extent arising out of any Employee Benefit Plan established or maintained in whole or in part by any Seller (or its Affiliate) or to which any Seller (or its Affiliate) contributes or contributed, or is or was required to contribute, at any time prior to the Initial Closing Date and any Liability for the termination or discontinuance of, or any Seller's or its Affiliates' withdrawal from, any such Employee Benefit Plan; (g) any Liabilities of any Seller or any of its Affiliates for any compensation or any benefits whether in relation to any of the Plant Employees, independent contractors or any other individuals who are later determined by a court or governmental agency to have been employees of a Seller or its Affiliates, including, without limitation, (i) wages, bonuses, incentive compensation, shift or work schedule adders, on-call pay, call-out pay, vacation pay, sick pay, paid time off, workers compensation, unemployment compensation, withholding obligations, unemployment taxes or similar obligations accruing or related to work performed prior to the Initial Closing Date; (ii) severance pay, other termination pay, post-retirement benefits and COBRA coverage, accruing or related to work performed prior to the Initial Closing Date; or (iii) any other form of compensation or benefits accruing or related to work performed prior to the Initial Closing Date under the terms or provisions of any Employee Benefit Plan of any Seller or such Affiliate, or any other agreement, plan, practice, policy, instrument or document relating to any of the Acquired Assets Employees, other than the Liabilities expressly assumed by the Buyer under Section 5.7; (h) with respect to the Acquired Assets Employees or any independent contractors, or other individuals subject to Section 5.7, except for liabilities under any employment contracts with NAESCO employees relating to periods on and after the Closing Date, which Liabilities are assumed only to the extent set forth in Section 2.3(b), any Liabilities or obligations relating to the employment or termination of employment, including personal injury, tort, discrimination (including claims for whistleblowing under the Atomic Energy Act and the Energy Reorganization Act of 1974 as amended, as well as claims under Title VII of the Civil Rights Act of 1964, as amended, Executive Order 11246, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, and/or any other federal, state or local statute, ordinance, regulation or order prohibiting discrimination or requiring affirmative action), wrongful discharge, breach of implied or express contract, unfair labor practices or any claim asserted in an individual employee grievance procedure, or constructive termination by any Seller or its Affiliate of any individual, or similar claim or cause of action attributable to any action or inaction by any Seller or any of its Affiliates that arise out of wrongful acts or omissions, occurring prior to the Initial Closing Date or such later date as the individual may have commenced employment with Buyer pursuant to Section 5.7(a) or (b); provided that the Sellers shall not have any liability for similar actions or inactions by any other Person on or after the Initial Closing Date or such later date as the individual shall have commenced employment with the Buyer; (i) any Liabilities of Sellers to the extent accrued or related to or attributable to the period prior to the Initial Closing Date under any contract, license, Permit or other instrument relating to the Acquired Assets (including, without limitation, the Leases, Emergency Preparedness Agreements and Other Assigned Contracts, the Material Contracts and the NRC Licenses); (j) all Liabilities for assessments for decommissioning and decontamination fund fees accrued and payable under 42 U.S.C. Section 2297g-1 prior to the Initial Closing Date; (k) any Liabilities, including, without limitation, any Environmental Liabilities, resulting from any illegal acts or willful misconduct of the Sellers or NAESCO or their employees, agents or contractors, occurring prior to the Initial Closing Date; (l) all Liabilities for fees payable to DOE under the DOE Standard Contracts accrued or related to electricity generated and sold prior to the Initial Closing Date, and interest accrued thereon as set forth in Article VIII of the DOE Standard Contracts; (m) any Liabilities to the extent relating to the Business Finance Authority of the State of New Hampshire Pollution Control Revenue Bonds (as set forth in Schedule 2.4(m), the "Pollution Control Bonds") and any agreements relating thereto, other than those arising out of the breach by the Buyer of the covenants contained in Section 5.8(d); (n) any Liens on the Acquired Assets, except for Permitted Encumbrances; (o) except as otherwise expressly set forth in this Agreement, any other Liability, obligation, claim, action, complaint, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever asserted by any Third Party, against or relating to any of the Buyer, the Sellers or the Acquired Assets, for damages suffered by such Third Party arising from or relating to the use, ownership or lease of the Acquired Assets or operation of the Facility prior to the Initial Closing Date; (p) all Liabilities of NEP and PSNH under the Transmission Support Agreement, except for NEP's transmission support payment obligations; and (q) the escrow account contribution obligation of each Seller under the Unit 2 Memorandum of Understanding with the Town of Seabrook; and (r) any Liability which is required to be accrued in accordance with GAAP by any Seller on the balance sheet of such Seller as of the Initial Closing Date or a Subsequent Closing Date, as the case may be, , other than those Liabilities which are specifically identified as Assumed Liabilities in Section 2.3.

  • No Liability of Others The Administrator’s obligations under this Agreement are corporate obligations. No Person will have recourse, directly or indirectly, against any member, manager, officer, director, employee or agent of the Administrator for the Administrator’s obligations under this Agreement.

  • Liabilities Assumed On the Closing Date, CNCO will assume and agree to pay, perform and discharge as and when due the liabilities and obligations, whether fixed, absolute or contingent, matured or unmatured, (the "Assumed Liabilities") relating to the Business as the same exist on the Closing Date which are specified below (provided, that in no event shall the Assumed Liabilities include any Retained Liabilities, and CNCO shall assume no other liabilities whatsoever of the Associated Subsidiaries or their Affiliates): (i) all accounts payable and trade obligations to the extent relating to the Business, including those which are owed to the Associated Subsidiaries or their Affiliates which were incurred in the ordinary course of business; (ii) all prepaid subscription and advertising obligations to the extent relating to the Business; (iii) all liabilities and obligations arising from commitments (in the form of issued purchase orders or otherwise) to purchase or acquire inventory, supplies or services to the extent relating to the Business and reflected on a balance sheet of the Business as of the Closing Date as accounts payable or accrued expenses; (iv) all liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO hereunder other than liabilities or obligations for breaches or defaults that occurred prior to the Closing; (v) all liabilities or obligations for accrued but unpaid vacation pay, sick pay and holiday pay for Employees (as defined in Section 10.1) to the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f)) of the Business as of the Effective Date; and (vi) [Reserved] (vii) all liabilities, other than Retained Liabilities (including Tax (as defined in Section 3.14) liabilities), which are reflected in the balance sheet included in the Financial Statements dated as of September 30, 1997 provided pursuant to Section 3.6 (except to the extent discharged prior to the Closing Date) or incurred by the Business since the date of such balance sheet not in breach of any representation or covenant in this Agreement and in the ordinary course of business which are of the type that would be reflected in a balance sheet prepared in conformity with GAAP and consistent with the Financial Statements.

  • No Liability Until Receipt The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Series, until the Custodian actually receives and collects such money.

  • No Liability of Members All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement. a. The liability of the Company for damages resulting in whole or in part from or arising in connection with the furnishing of Service under this Agreement including, but not limited to, mistakes, omissions, interruptions, delays, errors or other defects or misrepresentations shall not exceed an amount equal to the charges under this Agreement applicable to the specific call (or portion thereof) that was affected. No other liability shall attach to the Company. b. The Company shall not be liable for any failure of performance hereunder due to causes beyond its control, including, but not limited to: (1) acts of God, fires, flood or other catastrophes; (2) any law, order, regulation, directive, action or request of the United States Government, or any other government, including state and local governments having jurisdiction over the Company, or of any department, agency, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; or (3) national emergencies, insurrections, riots, wars or other labor difficulties. c. The Company shall not be liable for any act or omission of any other entity furnishing facilities, equipment, or services used by a Customer, with the Company's Services. In addition, the Company shall not be liable for any damages or losses due to the failure or negligence of any customer or due to the failure of customer provided equipment, facilities or services.

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