Common use of No Assumption of Liabilities or Contracts Clause in Contracts

No Assumption of Liabilities or Contracts. It is expressly understood and agreed that Buyer does not assume nor shall it be liable for any debt, liability, obligation or Contract of, or claim against, Seller of any kind or nature, at any time existing or asserted, whether or not accrued, whether fixed, contingent or otherwise, whether known or unknown, and whether or not recorded on the books and records of Seller, arising out of or by reason of this or any other transaction or event occurring prior or subsequent to the Closing, unless such debt, liability, obligation, Contract or claim is expressly assumed by Buyer under Section 3.2. Such excluded liabilities include Product Liability Claims. Seller shall pay or make adequate provision for the payment of all of the liabilities of Seller of every kind and nature not so assumed by Buyer (and it is acknowledged that Seller and Member are to jointly and severally indemnify Buyer, as provided by Section 6.1, with respect to all such debts, liabilities, obligations and Contracts of, and claims against, Seller not assumed by Buyer under Section 3.2).

No Assumption of Liabilities or Contracts. It is expressly understood and agreed that Buyer does not assume nor shall will it be liable for any debt, liability, obligation obligation, claim against or Contract of, of Seller or claim against, Seller either Business Subsidiary of any kind or nature, at any time existing or asserted, whether or not accrued, whether fixed, contingent or otherwise, whether known or unknown, and whether or not recorded on the books and records of Seller, arising out of or by reason of this or any other transaction or event occurring prior or subsequent to the Closing, unless such debt, liability, obligation, claim or Contract or claim is expressly assumed by Buyer under Section 3.2. Such excluded liabilities include Product Liability Claims. Seller shall will pay or make adequate provision for the payment of all of the liabilities of Seller and its Subsidiaries of every kind and nature not so assumed by Buyer (Buyer, and it is acknowledged that Seller and Member are to jointly and severally will indemnify Buyer, as provided by Section 6.1, with respect to all such debts, liabilities, obligations obligations, claims against and Contracts of, of Seller and claims against, Seller its Subsidiaries not assumed by Buyer under Section 3.2).