No Assumption of Liabilities Sample Clauses
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No Assumption of Liabilities. Purchaser shall not assume or be deemed to have assumed any of the liabilities or obligations of Seller of any kind, whether created, arising or existing before, on or after the Closing Date (together, the “Unassumed Liabilities”), including, without limitation:
(a) any obligation or liability with respect to the business and affairs of Seller and the acts and omissions of its current or former stockholders, officers, directors, employees and agents;
(b) any obligation or liability arising out of the operations of Seller, including, without limitation, (i) any product liability or service or warranty obligations of Seller relating to any products sold by Seller before, (ii) any rebates, discounts, offsets or concessions relating to any amounts invoiced to any of Seller’s customers, (iii) any obligation or liability to any of Seller’s employees for salary, wages, bonuses or other compensation or benefits, including, without limitation, any arising under any employee benefit plan of any kind, (iv) any liabilities of Seller with respect to any such benefit plan and (v) any liability arising from any violation of any law, rule or regulation;
(c) any obligation or liability for federal, state, local or foreign income or other taxes (including any related penalties, fines and interest) of Seller, including, without limitation, any and all taxes arising out of the transactions contemplated by this Agreement;
(d) any liability arising out of, and any expenses relating to, any claim, action, dispute or litigation to the extent involving Seller;
(e) any liability of Seller for fines, penalties, damages or other amounts payable to any government or governmental agency or instrumentality;
(f) any obligation or liability that is inconsistent with any representation or warranty set forth in Section 7; and
(g) any obligation or liability of Seller for any expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller shall discharge and indemnify, defend and hold harmless Purchaser and its officers, directors, employees, agents and stockholders from all Unassumed Liabilities, whether or not now known, liquidated or contingent, including, without limitation, any that might be deemed to have been assumed by Purchaser by virtue of its purchase of the Acquired Assets or otherwise by operation of law.
No Assumption of Liabilities. COMPANY shall not assume or be obligated to pay any liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from or relate to any breach by Cerulean of the Assigned Contracts, and (b) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Effective Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be construed as an agreement by COMPANY to assume any liability or to perform any obligation of Cerulean, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, liquidated or unliquidated (including those arising out of any contract or tort, whether based on negligence, strict liability or otherwise) other than the Assumed Liabilities.
No Assumption of Liabilities. THIS IS A PURCHASE AND SALE OF ASSETS AND THE T-MOBILE PARTIES SHALL NOT ASSUME, BE BOUND BY OR RESPONSIBLE FOR, OR BE DEEMED TO HAVE ASSUMED, BECOME BOUND BY OR RESPONSIBLE FOR, UNDER THIS AGREEMENT OR BY REASON OF THE TRANSACTIONS CONTEMPLATED HEREBY, ANY LIABILITIES OF THE SELLER OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, THAT EXISTED, AROSE, WERE INCURRED, OR OTHERWISE PERTAIN TO ACTIONS, EVENTS OR CIRCUMSTANCES OCCURRING OR EXISTING PRIOR TO THE CLOSING WITH RESPECT TO THE SELLER LICENSES OR OTHERWISE. THE T-MOBILE PARTIES SHALL BE LIABLE FOR ALL OF THE LIABILITIES ARISING FROM AND AFTER THE CLOSING OUT OF OR RELATING TO THE OWNERSHIP, OPERATION OR USE OF THE SELLER LICENSES.
No Assumption of Liabilities. (a) Nothing herein shall be construed to make the Pledgee or any Secured Party liable as a partner of the Issuer and the Pledgee or any Secured Party by virtue of this Agreement or otherwise shall not have any of the duties, obligations or liabilities of a partner of the Issuer. The parties hereto expressly agree that this Agreement shall not be construed as creating a partnership or joint venture among the Pledgee or any Secured Party and any Pledgor and/or the Issuer.
(b) By accepting this Agreement, the Pledgee and the Secured Parties do not intend to become a partner of the Issuer or otherwise be deemed to be a partner or co-venturer with respect to any Pledgor or the Issuer either before or after an Event of Default shall have occurred. The Pledgee and the Secured Parties shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of any Pledgor or of a partner of the Issuer. Neither the Pledgee nor any Secured Party shall be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected.
(c) The acceptance by the Pledgee and the Secured Parties of this Agreement, with all of the rights, powers, privileges and authority so created, shall not at any time or in any event obligate the Pledgee or any Secured Party to appear in or defend any action or proceeding relating to the Pledged Property to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expense or perform or discharge any obligation, duty or liability hereunder or otherwise with respect to the Pledged Property.
No Assumption of Liabilities. Purchaser shall not assume any of the existing liabilities, indebtedness, commitments or obligations of any nature whatsoever (whether fixed or contingent) of Seller in respect of the Property or otherwise, except those expressly assumed herein.
No Assumption of Liabilities. Buyer does not and will not assume any liability or obligation of any kind of Sellers, or any obligation relating to the use of the Assets or performance by Sellers under the Contracts prior to the Effective Time, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise.
No Assumption of Liabilities. Except as expressly provided in this Agreement, TJC shall not assume any debts, liabilities or obligations of Seller or its shareholders, members, affiliates, officers, employees or agents of any nature, whether known or unknown, fixed or contingent, including, but not limited to, debts, liabilities or obligations with regard or in any way relating to any contracts (including, without limitation, any employee agreements), leases for real or personal property, trade payables, tax liabilities, disclosure obligations, product liabilities, liabilities to any regulatory authorities, liabilities relating to any claims, litigation or judgments, any pension, profit-sharing or other retirement plans, any medical, dental, hospitalization, life, disability or other benefit plans, any stock ownership, stock purchase, deferred compensation, performance share, bonus or other incentive plans, or any other similar plans, agreements, arrangements or understandings which Seller, or any of its affiliates, maintain, sponsor or are required to make contributions to, in which any employee of Seller participates or under which any such employee is entitled, by reason of such employment, to any benefits (collectively the (“Excluded Liabilities”). For the avoidance of doubt, any liability under any lease for real property for a Subject Franchise, whether or not assumed by TJC, for the period before Closing, shall be an Excluded Liability. However, any liability for periods after Closing under any assigned lease for real property for a Subject Franchise shall not be an Excluded Liability.
No Assumption of Liabilities. Buyer hereby agrees to assume, pay, perform, discharge and otherwise satisfy promptly when due, and to indemnify and hold harmless the Seller from and against, only under the Assumed Contracts to the extent arising with respect to the period on or after the date hereof and to the extent such liabilities would be the liabilities of the Seller but for the assignment of the Assumed Contract (collectively, the "Assumed Liabilities"). Except as provided in this Agreement, Buyer shall not assume or become liable or obligated for or on any contract or agreement of the Seller or for any of any debt, liability or obligation of the Seller, whatsoever, whether known or unknown, direct, contingent or otherwise, however or whenever arising or asserted, including any liability or obligation (i) of the Seller to its employees, customers, creditors or brokers, or to any Governmental Authority, (ii) in respect of the Excluded Assets, or (iii) relating to the use of the Acquired Assets prior to the date hereof (all such liabilities and obligations of the Seller, herein referred to as the "Excluded Liabilities"). Buyer shall be solely responsible for satisfying all of the Assumed Liabilities and the Seller shall have no liability whatsoever with respect thereto. The Seller shall be solely responsible for satisfying all of the Excluded Liabilities and Buyer shall have no liability whatsoever with respect thereto.
No Assumption of Liabilities. Purchaser shall not assume, and Seller shall retain and be responsible for, any and all liabilities and obligations of Seller of any kind or nature whatsoever with respect to Seller’s Project, including, without limitation, any and all liabilities and obligations of Seller under Seller’s Project Documents. “Project Documents” means this Agreement, OCE certifications and other evidence of OCE inspections of Seller’s Project, and the executed project development agreement or other agreement between Seller and a Project Developer evidencing a legally enforceable obligation to develop, design, procure, and install a solar-powered photovoltaic generation system warranted to operate at the Facility for at least the Term of this Agreement, and, if Seller is a Project Developer, any applicable leases, easements, power purchase agreements between the Project Developer and Host and licenses evidencing Project Developer’s rights of access and rights to develop, design, procure, install and operate a solar-powered photovoltaic generation system at the Facility and warranted to operate at the Facility for at least the Term of this Agreement.
No Assumption of Liabilities. Buyer shall neither assume nor become responsible for any of Seller’s Liabilities other than the Assumed Liabilities.