4Excluded Liabilities Clause Samples
4Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement and except to the extent any of the foregoing is an Assumed Liability, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any and all Liabilities of Seller resulting from the operation of the Business prior to the Closing, the Products prior to the Closing, or the ownership of the Purchased Assets prior to the Closing, other than the Assumed Liabilities, including the following Liabilities (collectively, the “Excluded Liabilities”):
(a) all Liabilities, whether arising before, on or after the Closing arising out of, resulting from or related to the Excluded Assets (except to the extent explicitly identified as an Assumed Liability);
(b) all Liabilities arising out of, resulting from or related to the Products prior to the Closing or ownership or use of any of the Purchased Assets prior to the Closing, other than any Liabilities arising out of Purchased Inventory;
(c) all Liabilities relating to any claim of any third party arising out of the manufacture or sale of Products prior to Closing, including any Liabilities for any returns and any warranty claims made prior to the Closing (regardless of whether the applicable warranty is express or implied);
(d) all Liabilities of Seller for Indebtedness;
(e) all Liabilities under any Assigned Contract that arise out of or relate to (i) any breach of, or failure to comply with, prior to the Closing, any covenant or obligation in any such Assigned Contract or (ii) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure;
(f) all Damages and other Liabilities arising with respect to or related to any Recall with respect to any units of Product manufactured prior to the Closing;
(g) all Liabilities of Seller and its Affiliates for Taxes that are not Assumed Liabilities, including but not limited to (i) all Liabilities for Taxes related to the Purchased Assets or the Assumed Liabilities that are attributable to a Pre-Closing Tax Period; and (ii) for the portion of Transfer Taxes allocated to Seller pursuant to Section 7.2;
(h) all Liabilities arising under or in connection with any Benefit Plan including but not limited to, (A) any Liability for commissions, bonuses, continuing welfare plan coverage or similar remuneration or benefits payable to employees of Seller or its ...
4Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume, and shall have no liability for, any Liabilities of ReShape or any ReShape Affiliate of any kind, character or description, it being understood that ▇▇▇▇▇ is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities including, without limitation all Liabilities arising out of, resulting from or relating to (collectively, the “Excluded Liabilities”):
(a) any of the Excluded Assets;
(b) Taxes (other than Transfer Taxes, which shall be governed solely by Section 1.8) (i) in respect of or imposed upon ReShape or any of its Affiliates for any taxable period, or (ii) imposed with respect to the Purchased Assets or the ReShape Business for any taxable period (or portion thereof) ending on or prior to the Closing Date; and
(c) any current or former employee or contractor of ReShape, or any of its Affiliates, including any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments.
4Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be construed to impose on Purchaser, and Purchaser shall not assume or be obligated to pay, perform or otherwise discharge, the following liabilities or obligations (the “Excluded Liabilities”):
(a) Any liabilities or obligations of Seller in respect of any Excluded Assets or other assets of Seller which are not Purchased Assets or related to the Purchased Assets;
(b) any liabilities or obligations in respect of Taxes attributable to the ownership, operation or use of the Purchased Assets for taxable periods, or portions thereof, ending before the Closing;
(c) any payment obligations of Seller for goods delivered or services rendered prior to the Closing Date except expenditures made pursuant to Section 5.13 or as otherwise provided herein;
(d) any fines or penalties imposed by a Governmental Authority resulting from acts or omissions of Seller prior to the Closing;
(e) any liabilities, obligations or responsibilities of Seller relating to the employment or termination of employment of any employee of Seller.
(f) any liability, obligations or responsibilities under or related to any current or future Environmental Laws or the common law, arising as a result of or in connection with the ownership or operation of the Purchased Assets on or before the Closing Date.
4Excluded Liabilities. Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that Buyer shall not assume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities of Sellers, whether existing on the Closing Date or arising thereafter, including all Taxes owed by the Sellers to any tax authority, other than the Assumed Liabilities (all such liabilities that Buyer is not assuming being referred to collectively as the “Excluded Liabilities”). For the avoidance of doubt, any Cure Cost above $1,000,000 for Assumed Contracts that are Leases shall constitute an Excluded Liability.
4Excluded Liabilities. Buyer will not assume or be responsible for any Liability or obligation of Seller or its Affiliates that is not specifically identified as an Assumed Liability under Section 2.3 (it being understood that Buyer is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities), including any and all of the following (collectively, the “Excluded Liabilities”):
(a) all Liabilities and obligations of Seller or its Affiliates arising out of or relating to the Acquired Assets prior to the Closing;
(b) any Liabilities and obligations of Seller or its Affiliates arising under this Agreement or any Transaction Document;
(c) all Liabilities in respect of any Proceeding against Seller or its Affiliates (i) which shall have been asserted prior to the Closing or (ii) to the extent the basis of which shall have arisen out of, is related to or is in respect of periods prior to the Closing;
(d) any Liability and obligation of Seller and its Affiliates for any Indebtedness of any kind whatsoever;
(e) any Liability and obligation of Seller and its Affiliates for any intercompany account balances;
(f) any Excluded Taxes;
(g) any Liabilities and obligations arising out of or relating to the ownership of the Excluded Assets, whether arising before, on or after the Closing; and
(h) other specifically identified excluded Liabilities set forth on Schedule 2.4.
4Excluded Liabilities. At the Closing, Sentynl shall not assume, and shall not be responsible to pay, perform, or discharge, the following Liabilities (the “Excluded Liabilities”):
4Excluded Liabilities. Buyer will have no responsibility for any liabilities of Seller of any nature whatsoever which do not constitute Assumed Liabilities, and any and all of such liabilities shall constitute “Excluded Liabilities.”
4Excluded Liabilities. 6Purchase Price. ..................................................4 2.7Transactions at the Closing ........................................4 2.
4Excluded Liabilities. Notwithstanding any other provision of this Agreement or any other writing to the contrary, the Purchaser is assuming only the Assumed Liabilities and except for the Assumed Liabilities, it is not assuming, nor shall it agree to pay, perform, be responsible for or discharge, any other Liability of the Seller or any Affiliate of the Seller or the Business including the Plazomicin Business, of whatever nature, whether presently in existence or arising hereafter, and whether absolute, contingent, accrued, known or unknown (the “Excluded Liabilities”). Without limiting the generality of the prior sentence, Excluded Liabilities include the following:
4Excluded Liabilities. Notwithstanding the foregoing, the parties expressly acknowledge and agree that the Operating Partnership shall not assume or agree to pay, perform or otherwise discharge any liabilities, obligations or other expenses of the Contributor (or acquire the Property subject thereto) listed on Schedule 2.4 attached hereto (the “Excluded Liabilities”), and such Excluded Liabilities shall not be contributed, transferred, assigned, conveyed or delivered to the Operating Partnership pursuant to this Agreement or any other means, and the Operating Partnership shall not have any obligations with respect thereto.