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 Bill of Sale and Assignment shall be deemed to be an assumxxxxn by the Buyer of any liabilities of the Seller. The Buyer by this Bill of Sale and Assignment does not agree to assume or agxxx 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 Xxxx of Sale and Assignment shall be deemed to be an assumption by the Purchaser or its subsidiaries of any Liabilities of the Seller. Other than the Assumed Liabilities, neither the Purchaser nor its subsidiaries by this Xxxx of Sale and Assignment, 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. 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. For greater certainty, and without limiting the hereafter generality, Vendors shall remain liable for and shall pay, satisfy, discharge, perform and fulfil, all obligations, Liabilities covenants, commitments and undertakings of Vendors, whether known, accrued or contingent, except the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following obligations and Liabilities of Vendors:
2.7.1 any Liabilities arising out of or relating to Vendors’ ownership of the Purchased Assets or operation of the Operations before the Closing;
2.7.2 any Liabilities arising out of leases, rentals, or other agreements related to Equipments not listed in Schedule 2.1.2
2.7.3 any Liability of Vendors resulting from any obligation to any current or former employees of Vendors incurred prior to the Closing or which results from or relates to facts or events giving rise to such obligation which existed, occurred or arose prior to the Closing or otherwise relates to the period prior to the Closing Date, including pursuant to any collective bargaining agreement or employment agreement;
2.7.4 subject to Sections 3.4, 3.5, and 3.6, any Taxes that may be or become payable by Vendors, including any income or corporation Taxes payable by Vendors, resulting from or arising as a consequence of the sale by Vendors to Purchaser of the Purchased Assets hereunder;
2.7.5 any Liabilities relating to or arising out of the Excluded Assets;
2.7.6 any Liabilities of Vendors arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others; and
2.7.7 all Accounts Payable of Vendors that remain unpaid as of the Closing. For greater certainty, Purchaser shall not assume any environmental Liability of Vendors arising out of any non-compliance or fault of Vendors under any environmental Applicable Laws.
Obligations and Liabilities Not Assumed. The Purchaser shall assume no obligations or liabilities of the Seller except as set forth in Section 1.4. The obligations and liabilities not assumed by the Purchaser include, but shall not be limited to, the following (the “Excluded Liabilities”):
(a) Obligations or liabilities relating to employees or independent contractors or arising under any employee benefit plan or arrangement or any other compensatory contract or agreement for periods prior to the Closing Date;
(b) Obligations or liabilities for inter-company debt or obligation of the Seller and its Affiliates as it relates to the Seller;
(c) Obligations or liabilities associated with the Excluded Assets, provided that such liabilities are not included on the Final Closing Statement;
(d) Obligations or liabilities under the Non-assignable Contracts, except to the extent provided in Section 5.4 hereof;
(e) All liabilities incurred by the Seller or the Shareholders in connection with this Agreement and the transactions contemplated herein;
(f) Obligations or liabilities associated with the violation of, or default under or breach of, any contract, lease, agreement or other arrangement, including the Seller Material Contracts, on or before the Closing Date; and
(g) Obligations or liabilities owed to any Shareholder for any reason whatsoever.
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.
Obligations and Liabilities Not Assumed. Except as otherwise expressly provided herein, the Purchaser does not assume and will not be liable for any obligations or liabilities of the Seller that have arisen prior to the Closing Date.
Obligations and Liabilities Not Assumed. 2.4.1 Except as explicitly and specifically provided in Section 2.3, the Purchaser shall not assume and shall not be liable or responsible for any obligations, commitments or liabilities, contingent or otherwise, and whether disclosed or undisclosed (i) related to the Assets or the Purchased Business whatsoever arising or accruing prior to the date hereof, or (ii) of the Seller and without limiting the generality of the foregoing, except as explicitly and specifically provided in this Agreement, the Purchaser shall not assume and the Seller shall remain responsible for, and shall indemnify the Purchaser for, any of the following liability:
2.4.1.1 any Taxes that may be or become payable by the Seller resulting from or arising as a consequence of the sale by the Seller to the Purchaser of the Purchased Business and the Assets hereunder;
2.4.1.2 any indebtedness of the Seller to its bankers, shareholders or any other person; and
2.4.1.3 any Claims arising out of conduct of the Seller other than in the Ordinary Course of Business, prior to the date hereof.
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.
