Common use of 4Excluded Liabilities Clause in Contracts

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. Notwithstanding anything to Other than the contrary in this AgreementAssumed Liabilities and Permitted Encumbrances, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser Buyer shall not assume and shall not be responsible to pay, perform or have discharge any responsibility fordebts, liabilities or obligations of any Liabilities of Seller other than or with respect to the Assumed Liabilities, including without limitationPurchased Assets, the Spring Valley Business or the Additional Spring Valley Business, whether known, unknown, direct, indirect, absolute, contingent or otherwise, or arising out of facts, circumstances or events in existence on or prior to Closing including the following Liabilities (collectively, the “Excluded Liabilities”): (1a) all Liabilities any liabilities or obligations relating 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; (3b) all Liabilities related to Product warranty claims liabilities and obligations resulting from any (i) with respect fine, (ii) penalty, (iii) claim for damages, (iv) health and safety violation, (v) regulatory order or (vi) breach of Law or Contract, in each case, due to Products sold any Seller’s acts or omissions as the operator or manager of the Additional Spring Valley Assets; c) any liabilities or obligations for Taxes: (i) relating to the Spring Valley Business, the Additional Spring Valley Business, the Purchased Assets or the Assumed Liabilities for any taxable period or portion thereof ending on or prior to the Closing or Date (and for this purpose, any Taxes for any Straddle Period shall be allocated in the same manner as Section 2.3(c)); and (ii) arising with respect Taxes of any Seller or an Affiliate of any Seller not related to the Spring Valley Business; d) any liabilities or obligations relating to or related arising out of the broker fees disclosed in Section 3.13; e) any liabilities or obligations relating to any returnemployees of, refund or Recall employment contracts with respect to Products manufactured prior to the Closingany employees of, including all Liabilities for any creditsSeller or its Affiliates or any employee benefit plans, rebate unemployment benefit, bonus, incentive, profit sharing, termination, pension, retirement, stock option, stock purchase, health, welfare, medical, disability or other amounts payable life insurance or similar plan in respect of the employees of any return Seller or its Affiliates; and f) any liabilities and obligations of Products sold prior to the Closing, any Seller set forth in each case of clauses (i) and (iiSchedule 2.4(f), 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;.