Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume nor become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained Liabilities").

Appears in 5 contracts

Samples: Asset Purchase Agreement (New Horizons Worldwide Inc), Asset Purchase Agreement (New Horizons Worldwide Inc), Asset Purchase Agreement (New Horizons Worldwide Inc)

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Retained Liabilities. Except for Notwithstanding anything in this Agreement to the Assumed Liabilitiescontrary, Buyer shall not assume nor or become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained Liabilities").otherwise, or

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Technology Systems Inc /De/)

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume nor become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained LiabilitiesRETAINED LIABILITIES").

Appears in 1 contract

Samples: Asset Purchase Agreement (New Horizons Worldwide Inc)

Retained Liabilities. Except for the Assumed Liabilities, Buyer is not assuming, nor shall not assume nor become it in any way be liable or responsible for for, any liability liabilities, obligations or obligation debts of Seller of any nature whatsoeverSeller, whether known or unknown, accrued, absolute, contingent or otherwise (otherwise, arising before or after the "Retained Liabilities")Closing, whether or not such liabilities are related to the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinobiomed Inc)

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume nor not, by virtue of its acquisition of the Purchased Assets or otherwise, assume, be liable for or pay, or become responsible for any liability or obligation Liabilities of Seller or any Affiliate of Seller, or the Business, of any kind and nature whatsoeverthat are not expressly included within the definition of Assumed Liabilities (collectively, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained Liabilities")., including but not limited to the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Corporate Resource Services, Inc.)

Retained Liabilities. Except for the Assumed Liabilities, Buyer shall Purchaser will not assume nor become or otherwise be responsible for any liability liabilities or obligation obligations of Seller either or both of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise Sellers (the "Retained Liabilities")) regardless of nature, and whether or not in existence or hereafter arising.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Medical Defense Holding Co)

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Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume nor become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (otherwise, notwithstanding anything in this Agreement to the "Retained Liabilities")contrary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hickok Inc)

Retained Liabilities. Except for Notwithstanding anything in this Agreement to the Assumed Liabilitiescontrary, Buyer shall not assume nor or become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (otherwise, or any claim against Seller, except to the "Retained Liabilities")extent specifically assumed by Buyer pursuant to Section 3.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Technology Systems Inc /De/)

Retained Liabilities. Except for Other than the Assumed Liabilities, Buyer shall not assume nor become assume, or be deemed to have assumed or guaranteed, or otherwise be responsible for for, any liability Liability, obligation, or obligation of Seller claim of any nature whatsoeverof Seller, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, accruedor whether arising out of acts or occurrences before, absoluteon, contingent or otherwise after the date hereof (collectively, the "Retained “Excluded Liabilities").

Appears in 1 contract

Samples: Asset Purchase Agreement (Tornier B.V.)

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