Obligations and Liabilities Not Assumed Clause Samples

Obligations and Liabilities Not Assumed. Nothing expressed or implied in this Bill ▇▇ Sale and Assignment shall be deemed to be an assumption by the Purchaser of any Liabilities of the Seller. The Purchaser does not by this Bill ▇▇ Sale and Assignment assume or agree to pay, perform or discharge any Liabilities of the Seller of any nature, kind or description whatsoever. The terms and provisions of the assumption of Liabilities by the Purchaser are set forth in the Assumption Agreement dated as of the date hereof between the Purchaser and the Seller.

Obligations and Liabilities Not Assumed. Nothing expressed or implied in this ▇▇▇▇ of Sale and Assignment shall be deemed to be an assumption by the Purchaser or its subsidiaries of any Liabilities of the Seller. Neither the Purchaser nor its subsidiaries by this ▇▇▇▇ of Sale and Assignment, agree to assume or agree to pay, perform or discharge any liabilities of the Seller of any nature, kind or description whatsoever.

Obligations and Liabilities Not Assumed. Nothing expressed or implied in this ▇▇▇▇ of Sale and Assignment shall be deemed to be an assumption by the Purchaser of any Liabilities of the Company or Classic. The Purchaser does not by this ▇▇▇▇ of Sale and Assignment assume or agree to pay, perform or discharge any Liabilities of the Company or Classic of any nature, kind or description whatsoever. The terms and provisions of the assumption of Liabilities by the Purchaser are set forth in the Assumption Agreement dated as of the date hereof between the Purchaser and the Company.

Obligations and Liabilities Not Assumed. Except as expressly provided in this Agreement, the Purchaser does not assume and will not be liable for any obligations or liabilities of the Vendor whatsoever including any taxes under the Income Tax Act (Canada) or any other taxes whatsoever that may be or become payable by the Vendor including any income or corporation taxes resulting from or arising as a consequence of the sale by the Vendor to the Purchaser of the Purchased Assets hereunder.

Obligations and Liabilities Not Assumed. As set forth below, it is the intention of the parties that NCA will not have any obligations other than the accounts payable set forth on the Closing Balance Sheet, as defined below.

Obligations and Liabilities Not Assumed. Nothing expressed or implied in this Bill of Sale and Assignment shall be deemed to be an assumption by ▇▇▇ Assignee or its affiliates of any liabilities of the Assignor. Neither the Assignee nor its affiliates by this Bill of Sale and Assignment agree to assume or agree to pay, perfor▇ ▇▇ discharge any liabilities of the Assignor of any nature, kind or description whatsoever.

Obligations and Liabilities Not Assumed. Except for the Assumed Liabilities, the Purchaser will not be liable or responsible for, and the Purchaser will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or documents delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby to assume, any obligations or liabilities (collectively, the “Excluded Liabilities”) of any of the Vendors whatsoever, whether known or unknown, whether accrued, absolute, fixed or contingent, whether liquidated or unliquidated, whether due or to become due, or otherwise.

Obligations and Liabilities Not Assumed. Except for the Assumed Liabilities, Purchaser will not assume or become liable for any obligations, commitments, or liabilities of Vendor whether known or unknown, absolute, fixed, or contingent, whether or not disclosed to Purchaser in this Agreement, the Schedules, or otherwise, whether or not imposed upon Purchaser as a successor under applicable law, and whether or not related to the Assets (the obligations and liabilities not expressly assumed by Purchaser hereunder will be retained by Vendor or an affiliate, as applicable, and are referred to in this Agreement as the "Excluded Liabilities"). For greater certainty and without limiting the foregoing, the Purchaser will not - 7 - assume any obligation or liabilities of the Vendor to the IRS or any taxing authority, withholding taxes, claims for overtime, insurance, income taxes, earned but unpaid vacation, pre-closing accounts payable or other accrued expenses. The Vendor will be solely responsible for any termination and severance costs of Vendor's employees that may arise on or before the Time of Closing.

Obligations and Liabilities Not Assumed. Except for the Assumed Liabilities, Buyer will not assume or become liable for any obligations, commitments, or liabilities of Seller whether known or unknown, absolute, fixed, or contingent, whether or not disclosed to Buyer in this Agreement, the Schedules, or otherwise, whether or not imposed upon Buyer as a successor under applicable law, and whether or not related to the Assets (the obligations and liabilities not expressly assumed by Buyer hereunder will be retained by Seller or an affiliate, as applicable, and are referred to in this Agreement as the "Excluded Liabilities"). For greater certainty and without limiting the foregoing, Buyer will not assume any obligation or liabilities of Seller to the United States Internal Revenue Service or any other taxing authority (except that property and - 9 - similar ad valorem taxes will be allocated to any taxable period beginning before and ending after the Closing Date on a per diem basis, and Buyer shall be responsible for any and all sales, use, transfer value added and similar taxes ("Transfer Taxes") on the transfer of the Assets), withholding taxes, environmental matters, claims for overtime, insurance, income taxes, earned but unpaid vacation not assumed by Buyer, pre-closing accounts payable (including liabilities that have been incurred which may not have been invoiced as of the Closing Date) or other accrued expenses relating to periods prior to the Time of Closing. Seller will be solely responsible for any termination and severance costs of Seller's employees (including the Records Management Employees) that may arise on or before the Time of Closing. The party required by applicable law to file any tax return for any property taxes or Transfer Taxes (the "Filing Party") shall do so in the time and manner prescribed by applicable law, and shall pay all taxes reflected on any such tax return. Upon reasonable evidence of the amount of property taxes or Transfer Taxes owed by the other party (the "Non-Filing Party") in accordance with this Section 2.7, the Non-Filing Party shall pay or reimburse the Filing Party such amount.