Common use of Non-Assumption of Liabilities Clause in Contracts

Non-Assumption of Liabilities. Buyer shall not assume or be bound by any duties, responsibilities, obligations or liabilities of Seller of any kind or nature, known, unknown, contingent or otherwise, other than those obligations and liabilities expressly assumed by it pursuant to Sections 2.3 and 2.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Texfi Industries Inc), Asset Purchase Agreement (Worldtex Inc)

Non-Assumption of Liabilities. Buyer shall not assume and shall under no circumstances be responsible for any liabilities or be bound by any duties, responsibilities, obligations or liabilities of Seller (whether personal or corporate) including, without limitation, any liabilities or obligations arising out of any kind the Assets and/or operation of the Business, regardless of amount, character or naturedescription, known, unknownor whether accrued, contingent or otherwise, other than those obligations and liabilities expressly assumed by it pursuant to Sections 2.3 and 2.

Appears in 1 contract

Sources: Asset Purchase Agreement (Fbo Air, Inc.)

Non-Assumption of Liabilities. Except as provided in Section 2.1, Buyer shall not (i) assume and/or take the Assets subject to any existing liabilities, accounts payable or other contracts or obligations; or (ii) be bound by liable in any dutiesmanner or way for any of the liabilities, responsibilitiesaccounts payable, obligations contracts, obligations, claims or liabilities demands of or against Seller arising from Seller's ownership of the Assets or operation of the Business. Seller shall indemnify, defend and hold Buyer harmless from and against any kind or nature, known, unknown, contingent or otherwise, other than those obligations and liabilities expressly assumed by it pursuant to Sections 2.3 and 2of the foregoing.

Appears in 1 contract

Sources: Asset Purchase Agreement (Casita Enterprises, Inc.)

Non-Assumption of Liabilities. Buyer shall not assume be deemed in any manner to have assumed or be bound by agreed to perform or pay any dutiesdebts, responsibilitiesliabilities, obligations or liabilities contracts of Seller of any kind or nature, whether or not known, unknownpresently existing, absolute, accrued, contingent or otherwise, other than those except with respect to any obligations and liabilities expressly assumed by it pursuant to Sections 2.3 and 2Buyer as set forth in Section 2.05(a) of this Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Key Energy Group Inc)

Non-Assumption of Liabilities. Buyer does not and shall not assume or be bound by become obligated to pay any dutiesdebt, responsibilities, obligations obligation or liabilities of Seller liability of any kind or naturenature of any Seller or the Businesses, knownwhether or not incurred or accrued in connection with the operation of any of the Businesses, unknown, contingent except the Assumed Liabilities or otherwise, such other than those obligations and liabilities expressly assumed by it pursuant charges as are specifically allocated to Sections 2.3 and 2Buyer elsewhere in this Agreement.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Ixl Enterprises Inc)

Non-Assumption of Liabilities. Buyer shall not assume assume, pay or be bound by perform any duties, responsibilities, liabilities or obligations or liabilities of Seller of any kind whatsoever, known or nature, known, unknown, contingent or otherwiseaccrued, including, but not limited to, any tort liabilities of Seller or any obligations of Seller with respect to any federal, state and local income, ad valorem, occupational or other than those obligations and liabilities expressly assumed by it pursuant taxes, resulting from, or in any way connected with, Seller’s ownership or operation of the Property prior to Sections 2.3 and 2the Closing Date.

Appears in 1 contract

Sources: Real Property Purchase Agreement