Common use of Non-Assumption of Liabilities Clause in Contracts

Non-Assumption of Liabilities. Except as otherwise set forth in the Agreement, Buyer shall not assume or become responsible for any liability of Seller whenever incurred and irrespective of the nature of such liability. Without limiting the generality of the foregoing, Buyer shall not assume any of the following obligations nor shall any of the following become a liability of Buyer for any purpose:

Appears in 1 contract

Samples: Asset and Real Estate Purchase Agreement

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Non-Assumption of Liabilities. Except as otherwise set forth provided in the AgreementSection 2.1, Buyer shall not (i) assume and/or take the Assets subject to any existing liabilities, accounts payable or become responsible other contracts or obligations; or (ii) be liable in any manner or way for any liability of Seller whenever incurred and irrespective of the nature liabilities, accounts payable, contracts, obligations, claims or demands of such liabilityor against Seller arising from Seller's ownership of the Assets or operation of the Business. Without limiting the generality Seller shall indemnify, defend and hold Buyer harmless from and against any of the foregoing, Buyer shall not assume any of the following obligations nor shall any of the following become a liability of Buyer for any purpose:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Casita Enterprises, Inc.)

Non-Assumption of Liabilities. Except as otherwise set forth in the Agreement, Buyer shall not assume or become responsible for be bound by any liability duties, responsibilities, obligations or liabilities of Seller whenever incurred of any kind or nature, known, unknown, contingent or otherwise, other than those obligations and irrespective of the nature of such liabilityliabilities expressly assumed by it pursuant to Sections 2.3 and 2.4. Without limiting the generality of the foregoing, in no event shall Buyer shall not assume or incur any liability or obligation under this Agreement or otherwise in respect of any of the following obligations nor shall any of the following become a liability of Buyer for any purposefollowing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Texfi Industries Inc)

Non-Assumption of Liabilities. Except as otherwise set forth in the Agreement, Buyer shall not assume or become and shall under no circumstances be responsible for any liability liabilities or obligations of Seller whenever incurred and irrespective (whether personal or corporate) including, without limitation, any liabilities or obligations arising out of the nature of such liability. Without limiting the generality Assets and/or operation of the foregoingBusiness, Buyer shall not assume any regardless of the following obligations nor shall any of the following become a liability of Buyer for any purpose:amount, character or description, or whether accrued, contingent or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fbo Air, Inc.)

Non-Assumption of Liabilities. Except as otherwise set forth in the Agreement, Buyer The Purchaser shall not assume or become responsible liable for any liability of Seller's obligations, liabilities, debts, contracts or other commitments of any kind whatsoever, known or unknown, fixed or contingent, for all of which Seller whenever incurred and irrespective of the nature of such liabilityshall remain obligated. Without limiting the generality effect of the foregoingpreceding sentence, Buyer it is expressly agreed that Purchaser shall not assume or become liable for any of the following debts, liabilities or obligations nor shall any of the following become a liability of Buyer for any purposeSeller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Be Safe Services Inc)

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Non-Assumption of Liabilities. Except Buyer shall not be deemed in any manner to have assumed or agreed to perform or pay any debts, liabilities, obligations or contracts of Seller of any nature, whether or not known, presently existing, absolute, accrued, contingent or otherwise, except with respect to any obligations expressly assumed by Buyer as otherwise set forth in the Section 2.05(a) of this Agreement, Buyer shall not assume or become responsible for any liability of Seller whenever incurred and irrespective of the nature of such liability. Without limiting the generality of the foregoing, Buyer shall not assume any of the following obligations nor shall any of the following become a liability of Buyer for any purpose:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Key Energy Group Inc)

Non-Assumption of Liabilities. Except as otherwise set forth in the Agreement, It is expressly understood and agreed that Buyer shall not assume or become responsible be liable for any liability of Seller whenever incurred and irrespective of the nature of such liability. Without limiting the generality of the foregoing, Buyer shall not assume any of the following obligations nor shall any of the following become a debt, obligation and/or liability of Seller, whether known or unknown, fixed or contingent, or whether or not incurred in connection with the Assets, of any kind or nature other than those specifically assumed by Buyer for any purposein Section 2.2 hereof. Except as set forth in Section 2.2 hereof, those liabilities not assumed by Buyer include, without limitation, the following:

Appears in 1 contract

Samples: Asset Acquisition Agreement (Tenera Inc)

Non-Assumption of Liabilities. Except as otherwise set forth in the Agreement, Buyer does not and shall not assume or become responsible for obligated to pay any debt, obligation or liability of Seller whenever incurred and irrespective of the any kind or nature of such liability. Without limiting any Seller or the generality Businesses, whether or not incurred or accrued in connection with the operation of the foregoing, Buyer shall not assume any of the following obligations nor shall any of Businesses, except the following become a liability of Assumed Liabilities or such other charges as are specifically allocated to Buyer for any purpose:elsewhere in this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ixl Enterprises Inc)

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