Common use of Responsibility for Liabilities Clause in Contracts

Responsibility for Liabilities. Buyer shall not assume any Liabilities of Seller by virtue of this Agreement or otherwise. Notwithstanding anything herein, in the Original Agreement or in any Related Document to the contrary, except as otherwise expressly provided herein, Buyer is neither assuming nor agreeing to pay or discharge any of the claims against, or liabilities or obligations of, the Seller, Seller's bankruptcy estate or of any other party and nothing in this Agreement shall be construed to the contrary. All claims against, and liabilities and obligations of Seller, and Seller's bankruptcy estate, whether known or unknown, suspected or unsuspected, direct or contingent, in litigation, threatened or not yet asserted or existing with respect to any aspect of the Assets, Seller's bankruptcy case or estate, or this Agreement, arising or existing prior to or on the Closing Date are and shall remain the responsibility of Seller and Seller's bankruptcy estate, and such liabilities or obligations arising after Closing shall be the responsibility of the Buyer. The Order entered by the Court approving this Agreement shall specifically provide that the Buyer is not liable for pre-Closing claims, liabilities or obligations and is not liable as a successor-in-interest to creditors of Seller or Seller's bankruptcy estate.

Appears in 2 contracts

Samples: Asset Purchase Agreement (VDC Corp LTD), Asset Purchase Agreement (VDC Corp LTD)

AutoNDA by SimpleDocs

Responsibility for Liabilities. Buyer shall not assume any ------------------------------ Liabilities of Seller by virtue of this Agreement or otherwise. Notwithstanding anything herein, in the Original Agreement or in any Related Document to the contrary, except as otherwise expressly provided herein, Buyer is neither assuming nor agreeing to pay or discharge any of the claims against, or liabilities or obligations of, the Seller, Seller's bankruptcy estate or of any other party and nothing in this Agreement shall be construed to the contrary. All claims against, and liabilities and obligations of Seller, and Seller's bankruptcy estate, whether known or unknown, suspected or unsuspected, direct or contingent, in litigation, threatened or not yet asserted or existing with respect to any aspect of the Assets, Seller's bankruptcy case or estate, or this Agreement, arising or existing prior to or on the Closing Date are and shall remain the responsibility of Seller and Seller's bankruptcy estate, and such liabilities or obligations arising after Closing shall be the responsibility of the Buyer. The Order entered by the Court approving this Agreement shall specifically provide that the Buyer is not liable for pre-Closing claims, liabilities or obligations and is not liable as a successor-in-interest to creditors of Seller or Seller's bankruptcy estate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Portacom Wireless Inc/)

Responsibility for Liabilities. Buyer shall not assume any Liabilities of Seller by virtue of this the Amended Agreement or otherwise. Notwithstanding anything herein, in the Original Amended Agreement or in any Related Document to the contrary, except as otherwise expressly provided herein, Buyer is neither assuming nor agreeing to pay or discharge any of the claims against, or liabilities Liabilities or obligations of, the Seller, Seller's bankruptcy estate or of any other party and nothing in this Agreement any such document or the Order shall be construed to the contrary. All claims against, and liabilities Liabilities and obligations of Seller, and Seller's bankruptcy estate, whether known or unknown, suspected or unsuspected, direct or contingent, in litigation, threatened or not yet asserted or existing with respect to any aspect of the Assets, Seller's bankruptcy case or estate, or this the Amended Agreement, arising or existing prior to or on the Closing Date are and shall remain the responsibility of Seller and Seller's bankruptcy estate, and such liabilities Liabilities or obligations arising after Closing with respect to any aspect of the Assets shall be the responsibility of the Buyer. The Order entered by the Court approving this the Amended Agreement shall specifically provide provides that the Buyer is not liable for pre-Closing claims, liabilities Liabilities or obligations and is not liable as a successor-in-interest to creditors of Seller or Seller's bankruptcy estate.

Appears in 1 contract

Samples: VDC Corp LTD

AutoNDA by SimpleDocs

Responsibility for Liabilities. Buyer shall not assume any Liabilities ------------------------------ of Seller by virtue of this the Amended Agreement or otherwise. Notwithstanding anything herein, in the Original Amended Agreement or in any Related Document to the contrary, except as otherwise expressly provided herein, Buyer is neither assuming nor agreeing to pay or discharge any of the claims against, or liabilities Liabilities or obligations of, the Seller, Seller's bankruptcy estate or of any other party and nothing in this Agreement any such document or the Order shall be construed to the contrary. All claims against, and liabilities Liabilities and obligations of Seller, and Seller's bankruptcy estate, whether known or unknown, suspected or unsuspected, direct or contingent, in litigation, threatened or not yet asserted or existing with respect to any aspect of the Assets, Seller's bankruptcy case or estate, or this the Amended Agreement, arising or existing prior to or on the Closing Date are and shall remain the responsibility of Seller and Seller's bankruptcy estate, and such liabilities Liabilities or obligations arising after Closing with respect to any aspect of the Assets shall be the responsibility of the Buyer. The Order entered by the Court approving this the Amended Agreement shall specifically provide provides that the Buyer is not liable for pre-Closing claims, liabilities Liabilities or obligations and is not liable as a successor-in-interest to creditors of Seller or Seller's bankruptcy estate.

Appears in 1 contract

Samples: Portacom Wireless Inc/

Time is Money Join Law Insider Premium to draft better contracts faster.