No Other Liabilities Assumed. As a material consideration and inducement to Buyer to enter into this Agreement, Seller will retain, and will be solely responsible for paying, performing and discharging when due, and Parent and Buyer will not assume or otherwise have or acquire any obligation, responsibility or liability for, any Excluded Liabilities. The term “Excluded Liabilities” means any and all Liabilities of Seller, whether now existing or hereafter arising, other than the Assumed Liabilities, including, by way of example and not by way of limitation:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neoforma Inc), Asset Purchase Agreement (I Many Inc)
No Other Liabilities Assumed. As a material consideration and inducement to Buyer to enter into this Agreement, Seller will retainhereby retains, and will be is solely responsible for paying, performing and discharging when due, and Parent and Buyer will does not assume or otherwise have or acquire any obligation, responsibility or liability Liability for, any Excluded Liabilities. The term “Excluded Liabilities” means any and all Liabilities of Seller, whether now existing or hereafter arising, arising (other than the Assumed Liabilities), including, by way of example and not by way of limitation, the following:
Appears in 1 contract
Samples: Asset Purchase Agreement (Roxio Inc)
No Other Liabilities Assumed. As a material consideration and inducement to Buyer to enter into this Agreement, Seller will retain, and will be solely responsible for paying, performing and discharging when due, and Parent and Buyer will not assume or otherwise have or acquire any obligation, responsibility or liability for, any Excluded LiabilitiesLiabilities (as hereinafter defined). The term “Excluded Liabilities” "EXCLUDED LIABILITIES" means any and all Liabilities of SellerSeller or any of its Affiliates, whether now existing or hereafter arising, other than the Assumed Liabilities, including, by . By way of example and not by way of limitation, the Excluded Liabilities that are not being assumed by Buyer include:
Appears in 1 contract
Samples: Asset Purchase Agreement (Primix)