Obligations and Liabilities Not Assumed. Except as otherwise provided in this Agreement, the Purchaser does not assume and will not be liable for any obligations or liabilities of the Vendor whatsoever.
Obligations and Liabilities Not Assumed. Nothing expressed or implied in this Conveyance shall be deemed to be an assumption by the Purchaser of any Liabilities of the Seller. The Purchaser does not by this Conveyance, agree to assume or agree to pay, perform or discharge any liabilities of the Seller of any nature, kind or description whatsoever.
Obligations and Liabilities Not Assumed. Nothing expressed or implied in this Bill of Sale and Assignment shall be deemed to be an assumption by xxx Buyer or its subsidiaries of any liabilities of the Sellers. Neither the Buyer nor its subsidiaries by this Bill of Sale and Assignment, agrees to assume or agrees to pay, pexxxxm or discharge any liabilities of the Sellers of any nature, kind or description whatsoever.
Obligations and Liabilities Not Assumed. Except as expressly provided in this Agreement, the Purchaser does not assume and will not be liable for any obligations or liabilities of the Vendor whatsoever including any taxes under the Income Tax Act (Canada) or any other taxes whatsoever that may be or become payable by the Vendor including any income or corporation taxes resulting from or arising as a consequence of the sale by the Vendor to the Purchaser of the Purchased Assets hereunder.
Obligations and Liabilities Not Assumed. Notwithstanding that the Vendor has assigned certain benefits to the Purchaser pursuant to section 2.1, the Purchaser does not assume and will not be liable for any obligations or liabilities of the Vendor whatsoever including, without limiting the generality of the foregoing,(i) any taxes whatsoever that may be or become payable by the Vendor including any income or corporation taxes resulting from or arising as a consequence of the sale by the Vendor to the Purchaser of the Software herein contemplated,(i) any indebtedness of the Vendor,(i) any obligations owing by the Vendor to end users or licensees of the Software, or (ii) any Claims arising out of the conduct of the Vendor prior to the Time of Closing.ARTICLE 3 –
Obligations and Liabilities Not Assumed. Except as provided in this agreement or the Asset Transfer Agreement, the Purchaser will not assume and will not be liable for any obligations, claims or liabilities of the Vendor or any Subsidiary whatsoever including any Taxes that may be or become payable by the Vendor or any Subsidiary including, without limitation, any Taxes relating to or arising as a consequence of the sale of the Assets by the Vendor to the Corporation or the sale of the Purchased Shares by the Vendor to the Purchaser.
Obligations and Liabilities Not Assumed. Nothing expressed or implied in this Bill of Sale and Assignment shall be deemed to be an assumption by xxx Assignee or its affiliates of any liabilities of the Assignor. Neither the Assignee nor its affiliates by this Bill of Sale and Assignment agree to assume or agree to pay, perforx xx discharge any liabilities of the Assignor of any nature, kind or description whatsoever.
Obligations and Liabilities Not Assumed. The following obligations or liabilities (the “Excluded Liabilities”) shall remain the responsibility of the Selling Shareholders (either directly or pursuant to indemnification as provided in Article 11 hereof):
Obligations and Liabilities Not Assumed. Nothing expressed or implied in this Bill xx Sale and Assignment shall be deemed to be an assumption by the Purchaser of any Liabilities of the Seller. The Purchaser does not by this Bill xx Sale and Assignment assume or agree to pay, perform or discharge any Liabilities of the Seller of any nature, kind or description whatsoever. The terms and provisions of the assumption of Liabilities by the Purchaser are set forth in the Assumption Agreement dated as of the date hereof between the Purchaser and the Seller.
Obligations and Liabilities Not Assumed. The terms and provisions of the assumption of liabilities by the Purchaser are set forth in the Assumption Agreement dated as of the date hereof between the Purchaser and the Seller. Nothing expressed or implied in this Xxxx of Sale and Assignment shall be deemed to be an assumption by the Purchaser of any liabilities of the Seller. The Purchaser does not by this Xxxx of Sale and Assignment assume or agree to pay, perform or discharge any liabilities of the Seller of any nature, kind or description whatsoever.
