Nonassumption of Other Liabilities Sample Clauses

Nonassumption of Other Liabilities. Except as set forth in Section 5.1 of this Agreement, Holdings and its Subsidiaries do not, and will not be obligated to, assume any other debt, obligation, liability, commitment or duty of any of Sellers or of any of their respective Subsidiaries of any form or nature, absolute or contingent, known or unknown (the "Retained Liabilities"). Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in Section 5.1, neither Holdings nor any of its Subsidiaries shall assume or become liable for any of the Retained Liabilities set forth on Schedule 5.3. At Closing, Parent shall and shall cause its Subsidiaries to execute any instrument reasonably requested by Holdings to reflect Parent's continued retention of the Retained Liabilities.
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Nonassumption of Other Liabilities. Except as specifically set forth in Section 5.1 of this Agreement, Purchaser does not, and will not, be obligated to assume the Industrial Revenue Bond obligations (other than as provided in Section 5.1.4) or any other debt, obligation, liability, or duty of Boise Cascade or Oxford of any form or nature, absolute or contingent, known or unknown, whether incurred in connection with its operation of the Business or otherwise. Other than the specific obligations assumed by Purchaser pursuant to Section 5.1.4, Boise Cascade shall fully perform and discharge such Industrial Revenue Bonds and other obligations in accordance with their terms. Without limiting the foregoing, Purchaser shall not assume the liabilities set forth in Schedule 5.3.
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Nonassumption of Other Liabilities. Other than the Assumed Liabilities, the Contracts specified in paragraph 3.1, the Real Property Leases and the Equipment Leases, the Company does not assume and shall in no event be liable for any liabilities, debts or obligations of Sellers, whether accrued, absolute, matured, contingent or otherwise, including, without limitation, taxes of any kind, any liabilities for fees or expenses incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, counsel, accountant's
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Nonassumption of Other Liabilities. Other than the Assumed Liabilities, Purchaser does not assume and shall in no event be liable for any liabilities, debts or obligations of Seller or which otherwise relate to or are connected with the Business and/or any products relating to the Business manufactured and/or sold prior to the Closing Date, whether accrued, absolute, matured, contingent or otherwise, including, without limitation, trade accounts payable and accrued expenses, taxes of any kind, any liabilities for fees or expenses incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, counsel, accountant's or finder's fees of Seller, or any other expenses, debt, contracts, agreements, leases or other obligations which are not specifically assumed hereunder. Without limiting the generality of the foregoing, Seller shall be solely responsible for all costs, expenses, claims and damages relating to or arising from the sale of any products of the Business manufactured and/or sold prior to the Closing Date, including without limitation, all billbacks, returns, coupon redemptions, rebates, promotional allowances or any similar charges; provided, however, that Purchaser shall be liable for any costs, expenses, claims or damages to the extent primarily caused by Purchaser's negligence, intentional wrongdoing or breach of its obligations.
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Nonassumption of Other Liabilities. 25 5.4 Consents to Assignment.......................... 25
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Nonassumption of Other Liabilities. Other than the Assumed Liabilities, the Contracts specified in paragraph 2.2, and the Equipment Leases, and except as otherwise provided in this Agreement, Purchaser does not assume and shall in no event be liable for any liabilities, debts or obligations of Sellers, whether accrued, absolute, matured, contingent or otherwise, including, without limitation, taxes of any kind, any liabilities for fees or expenses incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, counsel, accountant's or finder's fees of Sellers, liabilities under Employee Benefit Plans (as defined in paragraph 6.16 below), other trade payables or expenses, debt, contracts, agreements, leases or other obligations which are not specifically assumed hereunder. Purchaser recognizes that Sellers may pay all such fees and expenses out of Sellers' cash (excluding the Prepaid Event Expenses) prior to the Closing Date. Except as listed on Schedule 2.2 hereto, Purchaser shall not assume or be obligated to pay any liability or obligations of Sellers to any affiliates of the Sellers. Except as listed on Schedule 2.3 hereto, at the time of the Closing any contracts related to the Complex or any of the Purchased Assets, and with respect to which Sellers or their affiliates are the sole parties, shall be terminated.
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Nonassumption of Other Liabilities. 8 SECTION 2.3
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Nonassumption of Other Liabilities. Notwithstanding Buyer's purchase of the Company Shares, the Parties agree that Sellers shall be responsible for, and Buyer shall not assume or have any obligations with respect to the following Liabilities or obligations of the Company:
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Nonassumption of Other Liabilities. Other than the Assumed Liabilities, and except as otherwise provided in this Agreement, Purchaser does not assume and shall in no event be liable for any liabilities, debts or obligations of Seller. Purchaser recognizes that Seller may pay any and all such fees and expenses out of Seller’s cash prior to the Closing Date.
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Related to Nonassumption of Other Liabilities

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • Other Liabilities For purposes of this Agreement, “Other Liabilities” means any and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).

  • No Other Liabilities The Company has no actual or contingent obligations or liabilities (in any capacity including as principal contracting party or guarantor) in relation to any lease, licence or other interest in, or agreement relating to, land apart from the Properties.

  • No Other Liabilities Assumed Sellers acknowledge and agree that pursuant to the terms and provisions of this Agreement and under any Contract, Purchaser will not assume any obligation of Sellers (including any Cure Amounts), other than obligations assumed under the Assumed FunCenter Leases. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its affiliates shall assume, and shall not be deemed to have assumed, other than as specifically set forth in Section 1.2 above, any debt, claim, obligation or other liability of Sellers or any of its affiliates whatsoever, including, but not limited to: (i) any Environmental Liabilities and Costs for any act, omission, condition, event or circumstance to the extent occurring or existing prior to the Closing Date, including without limitation all Environmental Liabilities and Costs relating in any manner to Sellers' direct or indirect handling, transportation or disposal of any Contaminants, (ii) any of Sellers' liabilities in respect of Taxes, (iii) any brokers' or finders' fees arising by reason of Sellers' dealings with brokers or other third parties, or other liability of Sellers for costs and expenses (including legal fees and expenses) incurred in connection with this Agreement, (iv) any Indebtedness, (v) except as otherwise provided in Section 6.2 hereof with respect to the accrued and unused vacation of Sellers' Employees, any obligations or liabilities for Sellers' Employees, including severance, pension, profit sharing or any other employee benefit plans, compensation or retiree medical and other benefits and obligations, (vi) any obligation or liability arising as a result of or whose existence is a breach of Sellers' representations, warranties, agreements or covenants herein, (vii) any liability subject to compromise, (viii) any obligation of any affiliate of Sellers, and (ix) rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold in pursuit of the Business prior to the Closing Date. Disclosure of any obligation or liability on any schedule to this Agreement shall not create any liability of Purchaser.

  • Assumption of Agreements Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

  • Assumption and Retention of Liabilities; Related Assets (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

  • Existence and Amounts of Liens and Obligations Whenever any Applicable Collateral Agent or any Applicable Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Representative or each other Collateral Agent and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that if a Representative or a Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Applicable Collateral Agent or Applicable Representative shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Applicable Collateral Agent and each Applicable Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Claimholder or any other person as a result of such determination.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • TAXES AND OTHER LIABILITIES Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except such (a) as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank's satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.

  • Tax and Other Liabilities Neither Seller nor any Seller Subsidiary has any liability of any nature, accrued or contingent, including without limitation liabilities for Taxes and liabilities to customers or suppliers, other than the following:

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