No Other Liabilities or Obligations Assumed. Schedule 1.4 sets forth the liabilities of Seller to be assumed by Buyer as of the Closing (the "Assumed Liabilities"), which Assumed Liabilities Buyer hereby assumes. Except as specifically set forth in Schedule 1.4, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder or otherwise, any debts, liabilities (contingent or otherwise) or obligations of Seller of any nature whatsoever, whether the same are direct or indirect, fixed or contingent, or known or unknown, whether arising under an agreement or contract or otherwise. Notwithstanding any other provision of this Agreement, the Assumed Liabilities shall not include (a) any debts, liabilities (contingent or otherwise) or obligations of Seller with respect to those Assumed Liabilities referred to in this Section arising out of any contract, agreement, commitment or lease (i) required to be listed but not listed on Schedule 1.4 hereto regardless of any knowledge thereof on the part of Buyer or (ii) the benefits of which are not validly assigned to Buyer, or (b) any liabilities or obligations of Seller (whether direct or indirect, contingent or otherwise) arising (i) under or in connection with any Employee Benefit Plan (as hereinafter defined) or (ii) under Title IV or Section 302 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 412 of the Internal Revenue Code of 1986, as amended (the "Code") or Section 4980B of the Code. Seller shall, and hereby covenants to Buyer that it will as of the Closing Date or when due, satisfy all of its liabilities or obligations that are not Assumed Liabilities.
No Other Liabilities or Obligations Assumed. Except for the liabilities and obligations specifically assumed herein or in the Agreement, Assignee does not assume hereunder any other liabilities or obligations of Assignor. Nothing contained herein shall be construed to limit, modify, expand or amend the rights and obligations of Assignor or Assignee under the Agreement.
No Other Liabilities or Obligations Assumed. The Buyer does not assume and shall not be liable for any liabilities or obligations of the Seller other than as set forth in Section 2.1. The Seller shall remain responsible for all liabilities and obligations related to the Transferred Antibody Collection Business arising prior to the Closing Date except for the Assumed Employee Liabilities.
No Other Liabilities or Obligations Assumed. Purchaser shall not assume or become liable for any of the Excluded Liabilities, and Seller shall and does hereby retain responsibility for, and shall promptly pay, discharge, perform in the ordinary course or otherwise satisfy the Excluded Liabilities.
No Other Liabilities or Obligations Assumed. Except with respect to the assumed liabilities (the "Assumed Liabilities") set forth on Schedule 1.4, which Assumed Liabilities Buyer hereby assumes, Buyer shall not assume or be liable for any liabilities or obligations of Seller, whether the same are direct or indirect, fixed, contingent or otherwise, known or unknown, whether arising under an agreement or contract or otherwise. Seller shall, and hereby covenants to Buyer that it will as of the date of the Closing or when due, satisfy all of its liabilities or obligations that are not Assumed Liabilities.
No Other Liabilities or Obligations Assumed. IOTA shall not assume or become liable for any of the Excluded Liabilities, and SMSC shall and does hereby retain responsibility for, and shall promptly pay, discharge, perform in the ordinary course or otherwise satisfy the Excluded Liabilities.
No Other Liabilities or Obligations Assumed. Except with respect to the assumed liabilities (the "Assumed Liabilities") set forth on Schedule 1.4 with their respective values as of June 30, 2000, Buyer shall not assume or be liable for any liabilities or obligations of Seller, whether the same are direct or indirect, fixed, contingent or otherwise, known or unknown, whether arising under an agreement or contract or otherwise. Seller shall, and hereby covenants to Buyer that it will as of the date of the Closing or when due, satisfy all of its liabilities or obligations, except for those set forth on Schedule 1.4 as Assumed Liabilities.
No Other Liabilities or Obligations Assumed. Schedule 1.4 sets forth the liabilities of Seller to be assumed by Buyer upon the Closing (the "Assumed Liabilities"), which Assumed Liabilities Buyer hereby assumes and agrees to pay when due. Except as specifically set forth in Schedule 1.4, Buyer expressly does not, and shall not, assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder or otherwise, any debts, liabilities (contingent or otherwise) or obligations of Seller or the Business of any nature whatsoever, whether the same are direct or indirect, fixed or contingent, or known or unknown, whether arising under an agreement or contract or otherwise. Notwithstanding any other provision of this Agreement, the Assumed Liabilities shall not include:
No Other Liabilities or Obligations Assumed. Anything in this Agreement to the contrary notwithstanding, except as specifically set forth in Section 2.4, specifically listed, mutually agreed to, and set forth in Schedule 4.5, Purchaser does not assume and shall not be liable in respect of, any debt, claim, obligation, legal action, claims or causes for action, or other liability of Seller whatsoever. Obligations or liabilities of the Seller, not specifically listed and mutually agreed to, are not assumed.
No Other Liabilities or Obligations Assumed. Buyer does not assume and shall not be liable for any liabilities, indebtedness or obligations of Seller or the Business other than the Assumed Liabilities. Seller retains the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller shall terminate all employees and Employment-Related Agreements as of the Closing Date.
