Obligations Not Assumed Clause Samples

Obligations Not Assumed. Notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, the foregoing sale, assignment, transfer and conveyance set forth in Section 2.01(b) does not constitute, and is not intended to result in, the creation or an assumption by the Administrative Agent or any Purchaser of any obligation or liability of the Seller, any Originator, the Servicer, or any other Person under or in connection with all, or any portion of, any Sold Assets, all of which shall remain the obligations and liabilities of the Seller, the Originators, the Servicer and such other Persons, as applicable.

Obligations Not Assumed. The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Administrator, any Purchaser Agent or any Purchaser, of any obligation of the Seller, any Originator or any other Person under or in connection with the Receivables or any other Related Security, all of which shall remain the obligations and liabilities of the Seller, the Originator and/or such other Person, as applicable.

Obligations Not Assumed. Other than as specifically stated above, Assignee is not assuming any liabilities or obligations of the Assignor (fixed or contingent, known or unknown, matured or unmatured) whatsoever. To the extent there is a conflict between the terms and provisions of this Agreement and the Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall govern.

Obligations Not Assumed. Except for the Assumed Liabilities, Purchaser shall not assume any Contract or Liability of either Seller (whether related to the Business or otherwise) of any kind, and the Sellers shall pay, satisfy and perform all Liabilities of MSGI and Teleservices (including Liabilities of the Business) as and when due (collectively, the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include and the Assumed Liabilities shall not include, and under no circumstances shall Purchaser be deemed to assume, any Liability of either Seller or their respective Affiliates arising out of or relating to: (a) any Liability related in whole or in part to the businesses of MSGI, Teleservices or any of their Affiliates other than the Business; (b) any Liability arising from any default, breach, nonperformance, misfeasance, malfeasance, violation of Law, or nonfeasance by or on behalf of MSGI, Seller or any of their Affiliates, including under any Contract and including any warranty claims or claims of breach or default under any Assigned Contract; (c) any Liability for accounts or notes payable of the Business other than the Assumed Liabilities; (d) any litigation in process or pending as of the Closing Date, or any litigation filed after the Closing Date that arises from or relates to activities of the Sellers or their Affiliates relating to the Business prior to the Closing Date, including litigation identified on Schedule 4.11; (e) any Liability for violations of any Laws, or arising out of or resulting from any events, circumstances, plans, programs, or conditions occurring prior to the Closing Date; (f) any indebtedness, obligations, duties or other Liabilities related to or arising in connection with the Excluded Assets, including all executory obligations under Contracts included in the Excluded Assets; (g) any Liability arising out of the actual or alleged tortious conduct of the Sellers, their respective Affiliates or any of their respective representatives, whether related to the Business or otherwise; and (h) except as otherwise expressly provided in Paragraph 3.4 and in clause (c) of the first sentence of Section 1.6, any Liability for Taxes, including Taxes imposed on or measured by the income, profits or sales of a Seller, whether related to the Business or otherwise.

Obligations Not Assumed. Other than the Assumed Liabilities, the Purchaser does not assume, and shall not in any way be liable for, any obligation or responsibility for the payment of any debt, claim, demand or liability (whether current, absolute, contingent or accrued) of or against the Vendor whatsoever, including, without limiting the generality of the foregoing: (a) liabilities for taxes, duties, levies, assessments, surcharges, or other such charges, including penalties, interests and fines with respect thereto, payable by the Vendor to any Governmental Entity, authority, board, bureau or commission, domestic or foreign, including, without limitation, taxes under the Income Tax Act (Canada), the Excise Tax Act (Canada), Provincial Sales Tax Act (British Columbia), or any other taxes on sales, income, goods, consumption, capital or corporations; (b) subject to Section 4.3, liabilities or obligations to or in respect of any of the Employees or any of the Vendor's current or former employees up to the Closing Date; (c) any accounts payable or accrued liabilities not included with the Assumed Liabilities; (d) liabilities to the Shareholder or to any person, firm or corporation not dealing at arm's length with the Vendor or the Shareholder; (e) liabilities in respect of the Assigned Agreements arising out of, or relating to, any event or happening prior to the Closing Date; (f) liabilities to any bank or other lender of the Vendor, all of which shall be discharged on Closing as any such related security agreements pertain to the Purchased Assets; (g) any and all liabilities in respect of any obligations not expressly assumed by the Purchaser hereunder; and (h) any and all other debts or liabilities of the Vendor in respect of the Business, the Purchased Assets not expressly assumed by the Purchaser hereunder, or any other business of the Vendor, (collectively, the "Excluded Liabilities").

Obligations Not Assumed. Except for the Assumed Liabilities, HSNS shall not assume any obligation or liability of Summus of any kind. Without limiting the generality of the foregoing, under no circumstances shall HSNS be deemed to assume any liability or obligation of Summus (i) with respect to Summus' employee benefit plans or agreements, (ii) under any contract that is not an Acquired Contract, or (iii) not specifically assumed under this Agreement (collectively, the "EXCLUDED LIABILITIES"), except to the extent it may be required to do so by applicable law.

Obligations Not Assumed. Except for the Assumed Liabilities, Purchaser shall not assume or be liable or responsible for any obligation or liability of Seller or Shareholder of any kind or nature whatsoever. Except for the Assumed Liabilities, Seller shall, and Shareholder shall cause Seller to, pay, satisfy and perform all of its obligations, whether fixed, contingent, known or unknown and whether existing as of the Closing Date or arising thereafter, or which may affect in any way the Transferred Assets or the Aluminum Business. Without limiting the generality of the foregoing, under no circumstances shall Purchaser be deemed to assume any liability or obligation of Seller or Shareholder for (a) any actual or alleged tortious conduct of Seller or any of its employees or agents, any product liability claim relating to products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, any claim for breach of warranty or contract by Seller with respect to any products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, any claim predicated on strict liability or any similar legal theory with respect to any products cast (regardless of whether Seller shall have removed the gating from such casting) or services rendered by Seller, or any other Action relating to the Aluminum Business, (b) Seller's violation of any Law in effect prior to the Closing Date, including without limitation, Seller s violation of or any failure to comply with any Environmental Law or any liability arising from or in connection with the possession, use, ownership, handling or disposal of any Hazardous Material, (c) any business or business activities of Seller which are not part of the Aluminum Business, (d) any indebtedness for borrowed money or capitalized lease or purchase money obligations, including, without limitation, any Company Indebtedness, other than as specifically set forth herein respecting the Assigned Contracts, (e) any liability or obligation arising out of the operation of Seller's Business on or prior to the Closing Date relating to present or past employees of Seller, including without limitation, liability for wages, compensation, overtime, or any employee benefit liability or obligation not expressly assumed by Purchaser, any liability or obligation of Seller arising from a violation of any employment discrimination or other Law by Seller on or prior to the Closing Dat...

Obligations Not Assumed. Nothing contained herein or in any other document and no action taken by Bank shall be deemed an assumption by Bank of any obligation to any account debtor or other person.

Obligations Not Assumed. Except for the Assumed Obligations, Buyer shall not assume or become obligated with respect to any other obligation or liability of Seller of any nature whatsoever (whether express or implied, fixed or contingent, liquidated or unliquidated, known or unknown, due or to become due) (the "Excluded Liabilities"). The Excluded Liabilities shall remain the sole responsibility of Seller. Without limiting the generality of the foregoing, Seller is retaining all rights and obligations related to, and Buyer assumes no liability for or acquires no rights to, (a) the rights of Seller under any pending litigation or asserted or unasserted claims against any Person (except for claims related to Assumed Contracts or Transferred Assets which Buyer is acquiring); (b) liabilities under any Plan (as defined in Paragraph 17.13) covering Hospital employees as of the Closing Date or related to the termination of participation in such Plan; (c) liabilities arising from the settlement of cost reports of Seller, including "recapture" obligations; or (d) liabilities related to the Tax Exempt Debt. In addition, Seller shall retain liability for and have appropriate insurance or other coverage for professional liability claims arising out of the Hospital Business prior to the Closing.