Excluded Liabilities and Obligations Sample Clauses

Excluded Liabilities and Obligations. Buyer shall not be the successor to Seller, and except as expressly set forth in Section l.4 above, Buyer shall not assume and shall not be liable or responsible for any debt, obligation or liability of the Business, Seller or any Affiliate (as defined below) of Seller or related to the Purchased Assets, the Business, the facilities from which the Business is or was conducted, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute, or otherwise all of which are retained by Seller (the "EXCLUDED LIABILITIES"). Without limiting the foregoing, the term "EXCLUDED LIABILITIES" shall include:
Excluded Liabilities and Obligations. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or be liable for and Seller will retain and remain responsible for all of Seller’s debts, Liabilities and obligations of any nature whatsoever (other than the Assumed Liabilities set forth in Section 2.3), whether accrued or unaccrued, whether absolute or contingent, whether known or unknown, whether due or to become due and whether related to the Acquired Business and the Assets or otherwise, and regardless of when asserted (collectively, the “Excluded Liabilities”). The Excluded Liabilities include, without limitation, the following:
Excluded Liabilities and Obligations. (A) Except as expressly set forth in Section 3.3 above, the ----------- Purchase shall not assume and shall not be liable or responsible for any debt, obligation or liability of the Business or the Seller, or any claim against any of the foregoing parties, of any kind, whether known or unknown, contingent, absolute or otherwise.
Excluded Liabilities and Obligations. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is acquiring only the rights and options to receive payments from Seller as expressly set forth herein and is not assuming any liability or obligation of Seller of whatever nature, whether presently in existence or arising or asserted hereafter, whether under any of the Enabling Agreements or otherwise. All such liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (the "Excluded Liabilities and Obligations").
Excluded Liabilities and Obligations. Buyer shall not assume any liabilities or obligations of Seller, any of its Affiliates or the ______ Contributed Business for Federal, state or local taxes on income for all periods prior to the date hereof and any obligation or liability to pay benefits under Seller's employee benefit plans to the Transferred Employees for all periods ending prior to the date hereof (the "Excluded Liabilities"). Seller shall forever defend, indemnify and hold harmless Buyer from and against any and all liabilities, obligations, claims, damages, costs and expenses (including court costs and reasonable attorneys' fees) related to or arising from Seller's failure to fully perform and discharge the Excluded Liabilities. Seller further agrees to pay and discharge all such liabilities and obligations as they become due.
Excluded Liabilities and Obligations. Except as expressly set forth in Section 1.3 above, Buyer shall not assume and shall not be liable or responsible for any debt, obligation or liability of the Business, Seller or any Affiliate of Seller, or any claim against any of the foregoing, of any kind, whether known or unknown, fixed, contingent, absolute or otherwise (the "Excluded Liabilities and Obligations"). After the Closing, Seller shall discharge and satisfy in full when due all Excluded Liabilities and Obligations.
Excluded Liabilities and Obligations. Except as expressly set forth in Section 1.3 above, Buyer shall not assume and shall not be liable or responsible for any debt, obligation or liability of the Business, Seller, any Member or any affiliate of Seller or a Member, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent or absolute, or otherwise (“Excluded Liabilities”). Without limiting the foregoing, Buyer shall not assume, undertake or accept, and shall have no responsibility with respect to, debts, liabilities and obligations related to or arising from the ownership or use of the Purchased Assets or operation of the Business prior to Closing, including any liability or obligation related to or arising from ownership or use of the Facility prior to Closing (the “Excluded Obligations”). The Seller shall take any and all lawful actions which may be necessary to prevent any person, firm or governmental authority from having recourse against the Business or any of the Purchased Assets or against the Buyer, as transferee thereof, with respect to any Excluded Obligations.
Excluded Liabilities and Obligations. (a) Except as expressly set forth in Section 3.2 above, Company shall not assume and shall not be liable or responsible for any Liability of the MAKO Business, Z-KAT or any Affiliate of Z-KAT, or any claim against any of the foregoing parties, of any kind, whether known or unknown, contingent, absolute or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, any Liabilities or claim for Liabilities (whether in contract, in tort or otherwise, and whether or not successful): (i) of or against Z-KAT or not related in any way to the MAKO Business or Assets of any of them; (ii) related to any liens, obligations or encumbrances of any nature whatsoever against or in any way related to the Assets or the MAKO Business which have not been expressly assumed by the Company hereunder to the extent any such Liability is either incurred by a Z-KAT or arises in connection with any action, omission or event occurring on or prior to the Contribution Date; (iii) related to the Taxes of Z-KAT; and (iv) all Bridge Loan Debt (as defined in Section 7.1).
Excluded Liabilities and Obligations. Notwithstanding anything herein to the contrary, without limitation, Buyer does not assume and Seller does not transfer or assign any of the following liabilities or obligations related to the Business ("Excluded Liabilities"):