4Excluded Liabilities Clause Samples

4Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, 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 Liabilities of Seller other than the Assumed Liabilities, including without limitation, the following Liabilities (collectively, the “Excluded Liabilities”): (1) all Liabilities to the extent arising out of, resulting from or related to the Products or the Purchased Assets prior to the Closing or Seller’s use or operation of the Products or the Purchased Assets prior to the Closing, including to the extent arising out of or relating to the design, testing, marketing, labeling, manufacture, distribution, use or sale of any Products prior the Closing (other than the Assumed Pre-Closing Warranty and Recall Liabilities Amount); (2) all Liabilities, whether arising before, on or after the Closing arising out of, resulting from or related to the Excluded Assets; (3) all Liabilities related to Product warranty claims (i) with respect to Products sold prior to the Closing or (ii) arising with respect to or related to any return, refund or Recall with respect to Products manufactured prior to the Closing, including all Liabilities for any credits, rebate or other amounts payable in respect of any return of Products sold prior to the Closing, in each case of clauses (i) and (ii), to the extent the aggregate amount of such Liabilities exceeds the Assumed Pre-Closing Warranty and Recall Liabilities Amount; (4) all Liabilities of Seller for borrowed money; (5) all outstanding accounts payable under the Assigned Contracts arising prior to the Closing Date; (6) all Liabilities under any Assigned Contract (i) arising prior to the Closing or (ii) that arise after the Closing and arise out of or relate to any breach by Seller of, or failure to comply with, prior to the Closing, any covenant or obligation in any such Assigned Contract;

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. Other than, after the Closing Date, the Sweden Assumed Liabilities as provided for in Section 2.3, the Purchaser Affiliate shall not assume, and shall have no liability for any Liabilities of the Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that the Purchaser Affiliate is expressly disclaiming any express or implied assumption of any Liabilities other than after the Closing Date, the Sweden Assumed Liabilities. For the avoidance of doubt, any Liabilities, claims, disputes, costs or obligations that are based upon, arise out of, relate to or result from any act, omission, event, circumstance or condition occurring or existing prior to the Closing Date shall be the sole responsibility of the Seller Affiliate, irrespective of when such Liabilities, claims or obligations are asserted, quantified, become due or payable.

4Excluded Liabilities. Notwithstanding any provision herein to the contrary, Buyer shall not be the successor to Seller with respect to, and shall not assume or be obligated to pay, perform or otherwise discharge, any Liabilities, in each case, other than the Assumed Liabilities and the Parties acknowledge that, for the avoidance of doubt, the “Assumed Liabilities” do not include the Liabilities of Seller set forth on Schedule IV (all such Liabilities that Buyer is not assuming being referred to collectively as the “Excluded Liabilities”). Any Pre-Closing Taxes shall be treated as Excluded Liabilities.

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. 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. Other than, after the Closing Date, the Germany Assumed Liabilities as provided for in Section 2.3 of this Agreement, Purchaser Affiliate shall not assume, and shall have no liability for any Liabilities of the Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that the Purchaser Affiliate is expressly disclaiming any express or implied assumption of any Liabilities other than after the Closing Date, the Germany Assumed Liabilities; all the above subject to the terms and conditions and limitations set forth in the Master Purchase Agreement.

4Excluded Liabilities. 6Purchase Price. ..................................................4 2.7Transactions at the Closing ........................................4 2.

4Excluded Liabilities. Other than the Spain Assumed Liabilities as provided for in Section 2.1.3 of this Agreement, the Purchaser Affiliate shall not assume, and shall have no liability for any Liabilities of the Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that the Purchaser Affiliate is expressly disclaiming any express or implied assumption of any Liabilities other than after the Closing Date, the Spain Assumed Liabilities. For the avoidance of doubt, any Liabilities, claims, disputes, costs or obligations that are based upon, arise out of, relate to or result from any act, omission, event, circumstance or condition occurring or existing prior to the Closing Date shall be the sole responsibility of the Seller Affiliate, irrespective of when such Liabilities, claims or obligations are asserted, quantified, become due or payable, all the above subject to the terms and conditions and limitations set forth in the Master Purchase Agreement.