Common use of No Other Liabilities Assumed Clause in Contracts

No Other Liabilities Assumed. Notwithstanding any provision in this Agreement, as a material consideration and inducement to the Purchaser to enter into this Agreement, the Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Purchaser will not assume or otherwise have any responsibility or liability for, any and all Liabilities of the Seller (whether now existing or hereafter arising) other than the Assumed Liabilities (the “Excluded Liabilities”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/)

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No Other Liabilities Assumed. Notwithstanding any provision in this Agreement, as As a material consideration and inducement to the Purchaser to enter into this Agreement, the Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Purchaser will not assume or otherwise have any responsibility or liability for, any and all Liabilities of the Seller (whether now existing or hereafter arising) other than the Assumed Liabilities (the “Excluded Liabilities”).. By way of example and not by way of limitation, the Excluded Liabilities that are not being assumed by Purchaser include, without limitation;

Appears in 1 contract

Samples: Asset Purchase Agreement (Ember Therapeutics, Inc. - Ny)

No Other Liabilities Assumed. Notwithstanding any provision in this Agreement, as As a material consideration and inducement to the Purchaser Buyer to enter into this Agreement, the Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Purchaser will not assume or otherwise have any responsibility or liability for, any and all Liabilities of the Seller (whether now existing or hereafter arising) other than the Assumed Liabilities (the “Excluded Liabilities”).and

Appears in 1 contract

Samples: Asset Purchase Agreement (HNC Software Inc/De)

No Other Liabilities Assumed. Notwithstanding any provision in this Agreementanything else, as a material consideration and inducement to the Purchaser Buyer to enter into this Agreement, the Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Purchaser Buyer will not assume or otherwise have any responsibility or liability for, any and all Liabilities of the Seller (whether now existing or hereafter arising) other than the Assumed Liabilities (the "Excluded Liabilities").

Appears in 1 contract

Samples: Asset Purchase Agreement (Island Pacific Inc)

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No Other Liabilities Assumed. Notwithstanding any provision in this Agreement, as As a material consideration and inducement to the Purchaser to enter into this Agreement, the Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Purchaser will not assume or otherwise have any responsibility or liability for, any and all Liabilities of the Seller (whether now existing or hereafter arising) other than the Assumed Liabilities (the “Excluded Liabilities”).. By way of example and not by way of limitation, the Excluded Liabilities that are not being assumed by Purchaser include, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Versant Corp)

No Other Liabilities Assumed. Notwithstanding any provision in this Agreement, as a material consideration and inducement to the Purchaser to enter into this Agreement, the Seller Sellers will retain, and will be solely responsible for paying, performing and discharging when due, and the Purchaser will not assume or otherwise have any responsibility or liability for, any and all Liabilities of the Seller Sellers (whether now existing or hereafter arising) other than the Assumed Liabilities (the “Excluded Liabilities”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Astro Med Inc /New/)

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