Common use of No Other Liabilities Clause in Contracts

No Other Liabilities. Except as otherwise set forth in this Agreement, Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liabilities of Seller other than as specifically included in the Specified Liabilities. All such liabilities not being assumed by Buyer pursuant to Section 2.1.3 are referred to herein as the “Excluded Liabilities.”

Appears in 3 contracts

Samples: Asset Purchase Agreement (Synalloy Corp), Asset Purchase Agreement (Synalloy Corp), Asset Purchase Agreement (Synalloy Corp)

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No Other Liabilities. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, Buyer shall not assume and shall not be deemed to have assumed or be obligated to pay, perform liable or otherwise discharge any liabilities responsible for Liabilities of Seller other than as specifically included in or any Affiliate of the Specified Liabilities. All such liabilities not being assumed by Buyer pursuant to Section 2.1.3 are referred to herein as Seller (the “Excluded Liabilities”) and Seller shall remain responsible for such Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Opnext Inc)

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No Other Liabilities. Except as otherwise set forth in this Agreement, Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liabilities of Seller other than as specifically included in the Specified Liabilities. All such liabilities not being assumed by Buyer pursuant to Section 2.1.3 are referred to herein as the “Excluded Liabilities.” SECTION 3. PURCHASE PRICE, ALLOCATION AND EARN OUT 3.1

Appears in 1 contract

Samples: Asset Purchase Agreement

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