No Other Assumption Sample Clauses

The "No Other Assumption" clause establishes that only the assumptions explicitly stated in the agreement are recognized and relied upon by the parties. In practice, this means that neither party can later claim that the contract was based on any unwritten or implied assumptions beyond those clearly documented. This clause serves to prevent misunderstandings or disputes over unspoken expectations, ensuring that all relevant assumptions are transparent and agreed upon in writing.
No Other Assumption. Buyer does not assume any of the Retained Liabilities.
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No Other Assumption. Except for the obligations expressly assumed pursuant to Section 3 above, Assignee shall not be responsible for, does not assume, and shall not perform any obligations or liabilities of Assignor, whether known or unknown, contingent or otherwise, arising from Assignor's conduct in connection with the Contracts or the Licenses, whether before or after the date hereof.
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No Other Assumption. Other than the Assumed Liabilities and the obligations of Sellers arising from and after the Closing under any Assigned Contracts, SOLD shall not assume and does not agree to pay or perform any debts, obligations, duties or liabilities of Sellers of any nature, and Sellers shall continue to be responsible for all such debts, obligations, duties or liabilities.
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No Other Assumption. Notwithstanding anything to the contrary contained herein, except as otherwise specifically and expressly provided in Section 2.1, the Parties expressly agree and acknowledge that: a. Buyer shall not be responsible or liable for, nor does Buyer assume or become liable for or agree to pay, perform, assume or discharge, any debts, obligations or liabilities of Seller of any type or description whatsoever, whether such debts, obligations or liabilities are: (1) related or unrelated to the Crystallume Business, any of the Purchased Assets or the transactions contemplated in this Agreement or in any other Covered Agreement (as hereinafter defined) in Section 10.7; or (2) known or unknown, absolute or contingent, direct or indirect, and regardless of when or how any such debts, obligations or liabilities have heretofore arisen or may hereafter arise; and b. Seller shall remain fully responsible and liable for any and all debts, obligations or liabilities of Seller of any type or description whatsoever.
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No Other Assumption. Except for, and limited solely to the liabilities described in Section ‎3.2, Purchaser shall not assume, and shall not be liable for, any liabilities or obligations of any Seller of any nature whatsoever, express or implied, fixed or contingent, or any claim, regardless of when made or asserted, which arises out of or is based upon negligence, strict liability or any express or implied representation, warranty agreement or guarantee made by Sellers, or alleged to have been made by Sellers, or which is imposed or asserted to be imposed by operation of law, and any claim seeking recovery for property damage, consequential damage, lost revenue or income or personal injury. In addition to the foregoing, in no event other than as provided in Section ‎3.2.5 shall Purchaser assume any liability or incur any liability or obligation in respect of any federal, state or local income or other tax liability of Sellers payable with respect to the Operators, Assets, properties or operations of Sellers for any period.
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Related to No Other Assumption

  • No Consent to Assumption Each Holder of a Security, by acceptance thereof, shall be deemed expressly to have withheld any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the Company or its trustee, receiver, liquidator or a person or entity performing similar functions in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.

  • No Assumption No approvals or acceptances by, or on behalf of, TFC shall be deemed to be an assumption of any responsibility by TFC for any defect, error or omission in said Deliverables or Professional Services.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

  • Other Assignments Except as otherwise expressly provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the parties. Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

  • Assumption of Agreements Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.