Liabilities Not to be Assumed Clause Samples

Liabilities Not to be Assumed. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. The Seller agrees to timely pay and discharge all Liabilities which relate to periods on or before the Closing Date. Except as and to the extent specifically set forth in Section 3.2, Buyer is not assuming any Liabilities of the Seller and all such Liabilities shall be and remain the responsibility of the Seller. Without limiting the generality of the foregoing, Buyer is not assuming and the Seller shall not be deemed to have transferred to Buyer the following Liabilities of the Seller:

Liabilities Not to be Assumed. Except as specifically set forth in Section 1.2, Purchaser is not at any time assuming any other Liabilities of Seller or any of its Affiliates (“Excluded Liabilities”), and all such Excluded Liabilities shall be and remain the responsibility of Seller. The Excluded Liabilities shall include, without limitation: (i) any Liabilities that arise under any Assumed Contract (or Restricted Contract) prior to the Effective Date, or that arise under any Assumed Contract (or Restricted Contract) after the Effective Date, but only to the extent the Liability under the Assumed Contract (or Restricted Contract) pertains to a breach of the agreement by Seller prior to the Effective Date or an indemnified obligation specified in the Assumed Contract (or Restricted Contract) that relates to an act or omission of Seller prior to the Effective Date; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ii) any Liabilities under the GTx and Orion Amended and Restated License and Supply Agreement; (iii) any Liabilities of Seller and its Affiliates with respect to Product returns as set forth in Section 9.3; (iv) any Liabilities of Seller and its Affiliates with respect to Chargebacks as set forth in Section 9.6; (v) any Liabilities of Seller and its Affiliates with respect to Product rebates as set forth in Section 9.8; (vi) any Liabilities arising out of product liability and any other claims by any Third Party, as well as an Liabilities relating to any voluntary or involuntary recall or field correction, in each case to the extent arising from or relating to any Product (whether or not defective) sold by or on behalf of Seller or any of its Affiliates on or prior to the Effective Date; (vii) any assessments, claims or liabilities (including interest and/or penalties) for Taxes relating to, imposed upon or assessed against any of the Purchased Assets, the Business or the sales, income, property or business of Seller or any of its Affiliates for any period ending on or before the Effective Date; and (viii) any Liabilities arising out of or relating to the marketing, selling or promotion of the Product and/or the Promotional Materials prior to the Effective Date.

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 2.1, the Purchaser is not assuming any debts, liabilities, obligations or contracts of the Company and all such debts, liabilities, obligations and contracts shall be and remain the responsibility of the Company.

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 2.1 above, the Purchaser is not assuming nor buying the Purchased Assets subject to any Liabilities of the Sellers and all such Liabilities shall be and remain the responsibility of the Sellers.

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 1.3, Purchaser is not assuming any debts, liabilities, obligations or contracts of the Seller and all such debts, liabilities, obligations and contracts shall be and remain the responsibility of the Seller. Notwithstanding the provisions of Section 1.3 and without limiting the generality of the foregoing, Purchaser is not assuming and the Seller shall not be deemed to have transferred to Purchaser the following debts, liabilities, obligations and contracts of Seller:

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 2.1 above, the Acquiring Companies are not assuming nor buying the Purchased Assets subject to any Liabilities of the Sellers and all such Liabilities shall be and remain the responsibility of the Sellers.

Liabilities Not to be Assumed. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. The Seller agrees to timely pay and discharge all Liabilities that relate to periods on or before the Closing Date that would result in a liability or charge to the Buyer or against assets transferred to the Buyer pursuant to this Agreement. Except as and to the extent specifically set forth in SECTION 3.2, Buyer is not assuming any Liabilities of the Seller and all such Liabilities shall be and remain the responsibility of the Seller. Without limiting the generality of the foregoing, Buyer is not assuming and the Seller shall not be deemed to have transferred to Buyer the following Liabilities of the Seller:

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 2.1 hereof, Buyer is not assuming any debts, liabilities, obligations or contracts of Sellers and all such debts, liabilities, obligations and contracts remain the responsibility of Sellers. Notwithstanding the provisions of Section 2.1 hereof and without limiting the generality of the foregoing, Buyer is not assuming, and Sellers are not transferring to Buyer, the following debts, liabilities, obligations and contracts of Sellers:

Liabilities Not to be Assumed. Subject to the terms and conditions set forth in this Agreement, effective as of the Closing (as defined in Section 4 of this Agreement), Purchaser shall assume the Assumed Liabilities. Purchaser shall not assume any other debts, liabilities, obligations or contracts of Seller, whether known or unknown and whether due or to become due, and all such debts, liabilities, obligations and contracts shall be and remain the responsibility of Seller. Without limiting the generality of the foregoing, Purchaser shall not assume and Seller shall not be deemed to have transferred to Purchaser the following debts, liabilities, obligations and contracts of Seller: