Common use of Excluded Items Clause in Contracts

Excluded Items. Immediately prior to the effectuation of the Merger, Company shall transfer to the Shareholders all debts, liabilities and other obligations of any nature whatsoever, whether known or unknown, contingent or otherwise, other than the Continuing Liabilities, as specifically set forth in paragraph 4.11(4) (the "Excluded Items"). The parties acknowledge and agree that Company is not conveying to Parent or Surviving Corporation any of the Excluded Items and that, following closing, neither Parent nor Surviving Corporation will have any right, title, interest or obligation with respect to the Excluded Items.

Excluded Items. Immediately prior to the effectuation of the Merger, Company shall transfer to the Shareholders Shareholder all debts, liabilities and other obligations of any nature whatsoever, whether known or unknown, contingent or otherwise, other than the Continuing Liabilities, as specifically set forth in paragraph 4.11(4) (the "Excluded Items"). The parties acknowledge and agree that Company is not conveying to Parent or Surviving Corporation any of the Excluded Items and that, following closing, neither Parent nor Surviving Corporation will have any right, title, interest or obligation with respect to the Excluded Items.