Common use of Excluded Liabilities and Obligations Clause in Contracts

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. Buyer Purchaser shall not assume any ------------------------------------ liabilities or obligations of Seller, any of its Affiliates Seller or the ______ Contributed Business for Federal, state or local taxes on income for all periods prior to the date hereof Closing and any obligation or liability to pay benefits under Seller's employee benefit plans Seller Benefit Plans to the Transferred Employees for all periods ending prior to the date hereof or any other employees of Seller (the "Excluded Liabilities"). Seller shall forever defend, indemnify and hold harmless Buyer Purchaser 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.