Liabilities Not Assumed by Buyer. Anything in this Agreement to the contrary notwithstanding, the Seller shall be responsible for all of its liabilities and obligations not hereby expressly assumed by the Buyer and the Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of the Seller, including, without limitation, (1) liabilities not relating to the Assets; and (2) tax liabilities, including, without limitation, income, excise, sales, use, gross receipts, franchise, employment, payroll or property relating to the Purchased Assets for any period ending on or before the Closing Date or arising out of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Point Capital, Inc.), Asset Purchase Agreement (Point Capital, Inc.)