Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume or be liable for any of Sellers' liabilities or obligations whatsoever.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume or be liable for any liabilities of Sellers' liabilities Seller or obligations whatsoeverits respective Affiliates (fixed, contingent or otherwise, and whether or not accrued) arising from or related to the Product, the Assets or otherwise (the “Excluded Liabilities”).

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer is not, and shall -------------------- not assume be deemed to be, assuming or be liable for taking the Purchased Assets subject to any obligations or liabilities of Seller or any of Sellers' liabilities its Affiliates, of any kind or obligations nature whatsoever., whether known or unknown, fixed or contingent, including the following (collectively, the “Excluded Liabilities”):

Excluded Liabilities. Except for Buyer is not assuming or agreeing to pay, perform, assume or discharge, or otherwise be responsible for, any liabilities of Seller, fixed or contingent, known or unknown, other than the Assumed Liabilities, Buyer shall -------------------- not assume whether arising before or be liable for after the date hereof (collectively, the "Excluded Liabilities"), including, without limitation, any of Sellers' liabilities or obligations whatsoever.the following items to the extent they are not Assumed Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall -------------------- not assume or be become liable for the payment or performance of any Liability of Sellers' liabilities Seller of any nature whatsoever, whether accrued or obligations whatsoever.unaccrued, known or unknown, fixed or contingent (“Excluded Liabilities”), including the following, which shall remain Liabilities of Seller:

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall -------------------- not assume or be liable for become obligated to pay any liabilities, debts or expenses of Sellers' liabilities Seller or obligations whatsoeverthe Business.

Excluded Liabilities. Except Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or be liable or responsible for the any Liabilities that are not Assumed Liabilities, Buyer shall -------------------- not assume including (for the avoidance of doubt) the following Liabilities of Seller or be liable for any of Sellers' liabilities or obligations whatsoever.its Affiliates (collectively, the “Excluded Liabilities”):

Excluded Liabilities. Except for the Assumed Liabilities, It is expressly understood that Buyer shall -------------------- not assume assume, pay or be liable for any liability or obligation of Sellers' liabilities Seller of any kind or obligations whatsoevernature at any time existing or asserted, whether, known, unknown, fixed, contingent or otherwise, including, without limitation, any liability or obligation relating to, resulting from or arising out of (i) the Excluded Assets, (ii) any fact existing or event occurring prior to, or relating to the Assets.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume by virtue of this Agreement or be liable for the transactions contemplated hereby, and shall have no liability for, any liabilities, debt, responsibility, claim or other obligations of the Sellers' liabilities , whether known or obligations whatsoeverunknown, contingent or absolute (including, without limitation, those related to the Business), of any kind, character or description whatsoever (collectively, “Excluded Liabilities”).

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall -------------------- not and does not assume any other Liability whatsoever (including Liabilities relating to the conduct of the Business or be liable for to the Purchased Assets (and the use thereof) at any time on or prior to the Closing Time), whether relating to or arising out of Sellers' liabilities the Business or obligations whatsoeverPurchased Assets or otherwise, fixed or contingent, disclosed or undisclosed (collectively, the "Excluded Liabilities").

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall -------------------- not assume or be liable obligated for any other liability, obligation or commitment of Sellers' liabilities Seller whether known or obligations whatsoeverunknown, direct or indirect, absolute or contingent, and whether arising in contract, tort or otherwise (the "Excluded Liabilities").

Excluded Liabilities. Except for Buyer shall not assume, or in any way be liable or responsible for, any liability other than the Assumed Liabilities, Buyer shall -------------------- not assume or be liable for any of Sellers' including the following liabilities or obligations whatsoever.of Seller or the Business Affiliates (collectively, the “Excluded Liabilities”):

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer is not, and shall -------------------- not assume be deemed to be, assuming or be liable for taking the Purchased Assets subject to any obligations or liabilities of Seller or any of Sellers' liabilities its Affiliates, of any kind or obligations nature whatsoever., whether known or unknown, fixed or contingent, including without limitation (collectively, the “Excluded Liabilities”):

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall -------------------- not assume or be become liable for any Liabilities of Sellers' liabilities Sellers that are not specifically an Assumed Liability, whether or obligations whatsoevernot related to the Acquired Assets (collectively, the “Excluded Liabilities”).

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- is not assume assuming any liabilities of Seller of any nature whatsoever, whether absolute, accrued, contingent or be liable for any of Sellers' liabilities otherwise, disclosed or obligations whatsoeverundisclosed, and whether or not relating to the Assets or the Business (the “Excluded Liabilities”).

Excluded Liabilities. Except for Buyer shall not assume any liabilities, obligations or commitments of the Company or the Company Group other than the Assumed Liabilities, Buyer shall -------------------- not assume whether known or be liable for any of Sellers' liabilities unknown, fixed or obligations whatsoevercontingent, liquidated or unliquidated.

Excluded Liabilities. Except for the Assumed Liabilities, (a) Buyer shall -------------------- not assume or be liable for any of Sellers' liabilities Liabilities or obligations whatsoever.of Seller, any of its Affiliates or any predecessor thereof of whatever nature, whether known or unknown, contingent or otherwise, whether currently in existence or arising hereafter, other than the Assumed Liabilities (the “Excluded Liabilities”). The Excluded Liabilities shall include:

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall -------------------- not assume or be liable for for, and does not undertake or attempt to assume or discharge any obligation of Sellers' liabilities Seller or obligations whatsoeverParent.

Excluded Liabilities. Except It is expressly understood that, except for the Assumed Liabilities, Buyer shall -------------------- not assume assume, pay or be liable for any liability or obligation of Sellers' liabilities Seller of any kind or obligations whatsoevernature at any time existing or asserted, whether, known, unknown, fixed, contingent or otherwise, not specifically assumed herein by Buyer.

Excluded Liabilities. (a) Except for the Assumed LiabilitiesLiabilities and the Assumed Risks, the Buyer shall -------------------- not assume assume, and shall have no liability or be liable obligation for any liabilities of Sellers' any of the Sellers (collectively, the “Excluded Liabilities”), including liabilities or obligations whatsoever.of any of the Sellers arising out of or related to:

Excluded Liabilities. Except for Buyer is only assuming the Assumed Liabilities, Buyer Liabilities and shall -------------------- not assume and shall not be responsible to pay, perform or be liable for discharge any other liabilities of Seller or any of Sellers' its Affiliates, including the following liabilities or obligations whatsoever.of Seller and its Affiliates (collectively, the Excluded Liabilities):

Excluded Liabilities. Except for the Assumed Liabilities, which shall be liabilities and obligations of Buyer, Buyer shall -------------------- not assume or be liable for any of Sellers' liabilities or obligations whatsoeverof any kind or nature, whether absolute, contingent, accrued, known or unknown, of Sellers or any Affiliate of a Seller or the Business.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall -------------------- not assume or and shall not be liable for any of Sellers' liabilities the following Liabilities or obligations whatsoeverof Sellers or relating to the Purchased Assets, regardless of the type or nature of such Liabilities or obligations (collectively, the "Excluded Liabilities").

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume any liabilities, debts or be liable for obligations of Seller or IHS of any kind, character or description, whether accrued, absolute, contingent or otherwise, whether or not arising out of or resulting from Seller's ownership, possession, operation or use of the Business (or any predecessor business) or the Assets or otherwise, including, without limitation, any of Sellers' the following such liabilities or obligations whatsoever.to the extent not constituting Assumed Liabilities (the "Excluded Liabilities"):

Excluded Liabilities. Except Buyer shall not assume, or otherwise be responsible for any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, known or unknown, whether arising out of occurrences prior to, at or after the Closing and whether or not relating to the Purchased Assets (collectively, the "Excluded Liabilities"), other than the Assumed Liabilities, Buyer shall -------------------- not assume or be liable for any of Sellers' liabilities or obligations whatsoever.

Excluded Liabilities. Except for Buyer is not assuming or agreeing to pay, perform, assume or discharge, or otherwise be responsible for, any liabilities of Seller, fixed or contingent, known or unknown, other than the Assumed Liabilities (collectively, the "Excluded Liabilities, Buyer shall -------------------- not assume or be liable for any of Sellers' liabilities or obligations whatsoever").

Excluded Liabilities. Except for Notwithstanding anything herein to the Assumed Liabilitiescontrary, Buyer shall -------------------- not assume or be liable for any of Sellers' liabilities or obligations whatsoever.of Seller or the Business other than the Assumed Liabilities, and Seller shall retain and be responsible for all other liabilities and obligations of Seller and the Business (the “Excluded Liabilities”), including (i) all liabilities and obligations of Seller to the extent they do not arise out of the Business and (ii) the following liabilities and obligations:

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume or be liable for bound by any of Sellers' liabilities or obligations of Seller of any kind or nature whatsoever., whether known or unknown, liquidated or contingent, or otherwise (collectively, the “Excluded Liabilities”), including any or all of the following:

Excluded Liabilities. Except for the Assumed Liabilities, The Buyer shall -------------------- not assume or in any way be liable responsible for any Liabilities of Sellers' liabilities the Sellers or obligations whatsoever.any of their respective Affiliates other than those constituting Assumed Liabilities (such liabilities, the “Excluded Liabilities”), including:

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume or be liable responsible for any of Sellers' liabilities claims against, or liabilities, Contracts or obligations whatsoever.whatsoever of Company, the Business or Parent (the “Excluded Liabilities”), including the following:

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume or be liable for any Liabilities of Sellers' liabilities Seller or obligations whatsoever.any other Person, whether or not relating to the Business (the “Excluded Liabilities”), including the following:

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume or in any way be liable responsible for any Liability of, or incurred by or on behalf of, Seller other than the Assumed Liabilities (all such other Liabilities being referred to herein collectively as the "Excluded Liabilities"), regardless of Sellers' liabilities whether such other Liability is disclosed herein or obligations whatsoeveron any Schedule hereto.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- will not assume or be liable for (a) any Liabilities of Parent or Company or any other Liabilities in any way related to the Business or any of Sellers' liabilities the Assets, except the Assumed Liabilities; or obligations whatsoever(b) any Liabilities of any Affiliate of Parent or Company, except Assumed Liabilities (collectively, the “Excluded Liabilities”).

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume or be liable responsible for any of Sellers' liabilities claims against, or Liabilities or obligations whatsoever.whatsoever of Seller, the Business or the Owners (the “Excluded Liabilities”), including the following:

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall -------------------- not assume or be become liable for any Liabilities of Sellers' liabilities Seller that are not specifically an Assumed Liability, whether or obligations whatsoevernot related to the Purchased Assets (collectively, “Excluded Liabilities”).