Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Buyer shall not and does not assume, and shall not be obligated to pay, perform, discharge or in any other manner be liable or responsible for, any Excluded Liabilities.

Excluded Liabilities. Notwithstanding anything in any other provision of this Agreement or any other writing to the contrary, Buyer shall not and does not assume, and shall not be obligated have any obligation to pay, perform, discharge perform or in any other manner be liable or responsible fordischarge, any liability of Seller other than the Assumed Liabilities, all of which shall be retained by and remain liabilities, obligations and commitments of Seller (collectively, the “Excluded Liabilities.”). Excluded Liabilities shall include:

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement to Agreement, the contrary, Buyer Purchaser shall not and does not assume, and shall not be obligated assume or agree to pay, perform, perform or otherwise discharge any of the Excluded Liabilities or in any other manner be liable liabilities, obligations or responsible forexpenses, if any, of the Seller or any Excluded Selling Sub whatsoever other than the Assumed Liabilities.

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Buyer (nor any of its Affiliates) shall not and does not assume, and shall be deemed not to have assumed and shall not be obligated to pay, perform, discharge or in any other manner be liable or responsible forfor any Liabilities of Sellers that are not Assumed Liabilities, whether existing on the Closing Date or arising thereafter, including Liabilities relating to or arising out of any of the following (collectively, the “Excluded Liabilities.”):

Excluded Liabilities. Notwithstanding anything in any other provision of this Agreement Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer shall not and does not assume, assume and shall not be obligated responsible to pay, performperform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or in any of its Affiliates of any kind or nature whatsoever other manner be liable or responsible for, any than the Assumed Liabilities (the “Excluded Liabilities.”), including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, Buyer shall not and does not assume, assume and shall will not be obligated to pay, perform, or otherwise discharge any of the following liabilities or in any other manner be liable obligations of Seller or responsible forits Affiliates (collectively, any the “Excluded Liabilities.”):

Excluded Liabilities. Notwithstanding anything herein to the contrary, the Buyers shall not assume, shall not be deemed by anything contained in this Agreement to the contraryhave assumed, Buyer and shall not and does be liable in any manner for any Excluded Liabilities. Without limiting the generality of the foregoing, the Buyers shall not assume, and shall not be obligated deemed by anything contained in this Agreement to pay, perform, discharge or in any other manner be liable or responsible for, any Excluded Liabilities.have assumed:

Excluded Liabilities. Notwithstanding anything in this Agreement to Other than the contraryAssumed Liabilities, Buyer shall not and does not assumeassume by virtue of this Agreement, and shall not be obligated to pay, perform, discharge have no liability or in any other manner be liable or responsible obligation for, any Excluded Liabilities.Liability of Seller or any Seller Affiliate, including:

Excluded Liabilities. Notwithstanding anything Except as specifically provided for in this Agreement to the contrarySection 2.3, Buyer shall not and does not assume, and shall not be obligated agree to pay, perform, perform or discharge or in otherwise have any other manner be liable liability or responsible forresponsibility for any Liabilities of Seller (collectively, any Excluded Liabilitiesthe AExcluded Liabilities@).

Excluded Liabilities. Notwithstanding anything any provision in this Agreement or in any Ancillary Document to the contrary, Buyer shall not and does not have any obligation under this Agreement to assume, and shall not be obligated responsible to pay, perform, discharge perform or in any other manner be liable or responsible fordischarge, any Liabilities of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy.

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Buyer shall not and does not assume, assume and shall not be obligated to assume or pay, performperform or otherwise discharge any liability that is not an Assumed Liability, discharge or in including any other manner be liable or responsible forliability of SELLER under this Agreement (collectively, any the “Excluded Liabilities”).

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary, Buyer shall not and does not assume, assume and shall not be obligated responsible to pay, perform, or discharge any Liabilities of Seller or in any of its Affiliates of any kind or nature whatsoever other manner be liable or responsible for, any than the Assumed Liabilities (the “Excluded Liabilities”). For purposes of clarity, Buyer shall not assume any Liabilities of Seller whatsoever relating to Taxes.

Excluded Liabilities. Notwithstanding anything Except as expressly provided in this Agreement to the contrarySection or otherwise in this Agreement, Buyer shall does not and does will not assume, and shall not be assume or become obligated to pay, perform, or discharge or in any other manner and will not be liable or responsible for, any Excluded Liabilities.other liabilities or obligations of Seller, whether accrued, absolute, contingent, or otherwise, including, without limitation, liabilities or obligations based on, arising out of, or in connection with:

Excluded Liabilities. Notwithstanding anything any other provision in this Agreement to the contrary, Buyer shall not and does not assume, assume and shall not be obligated responsible to pay, perform, perform or discharge any Liabilities of Sellers or in any of their respective Affiliates of any kind or nature whatsoever other manner be liable or responsible for, any than the Assumed Liabilities (the “Excluded Liabilities”). Sellers shall, and shall cause each of their respective Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy.

Excluded Liabilities. Notwithstanding anything in any other provision of this --------------------- Agreement nor any schedule or exhibit hereto and regardless of any disclosure to the contraryBuyer, Buyer shall not and does not assume, and shall not assume or be obligated or be responsible to pay, perform, satisfy or otherwise discharge or in any other manner be liable or responsible forLiabilities of Seller whatsoever (collectively, any Excluded Liabilitiesthe "EXCLUDED LIABILITIES").

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Buyer shall is not and does not assume, assuming and shall not be obligated to pay, perform, or discharge any debt, liability, obligation, understanding, arrangement or in any other manner be liable contract, whether written or responsible fororal or existing, any Excluded contingent or inchoate, except the Assumed Liabilities.. Without limiting the scope of the foregoing, it is expressly agreed that Buyer shall not assume:

Excluded Liabilities. Notwithstanding anything in any other provision of this Agreement to the contrary, Buyer shall not and Purchaser does not assumeassume or agree to, and shall not not, be liable for any of the Excluded Liabilities. Seller shall, and shall cause each of its Affiliates to, pay and satisfy, or otherwise discharge, in due course all Excluded Liabilities which they are obligated to pay, perform, discharge or in any other manner be liable or responsible for, any Excluded Liabilitiespay and satisfy.

Excluded Liabilities. Notwithstanding anything in this Agreement to Without derogating from the contraryaforementioned, Buyer shall not and does not assume, and shall not by virtue of this Agreement assume or be obligated to pay, performperform or otherwise discharge any liability or obligation which does not constitute an Assumed Liability (“Excluded Liabilities”), discharge or in any other manner be liable or responsible forincluding, without limitation, any liability or obligation relating to the former employees or consultants of Fifth Dimension. From and after the Closing Date, Buyer shall not be responsible for any of the Excluded Liabilities.

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Buyer shall not not, and does not not, assume, and shall not be obligated to pay, perform, discharge discharge, or in any other manner be liable or responsible forfor any Liabilities (except the Assumed Liabilities), any including the Excluded Liabilities.

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.2 or any other provision in this Agreement to the contrary, Buyer shall not and does not assume, assume and shall not be obligated responsible to pay, perform, perform or discharge or in any other manner be liable or responsible for, any Excluded Liabilities. Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary, Buyer shall not and does not assume, assume and shall not be obligated to assume or be obliged to pay, performperform or otherwise discharge any Liability of Seller other than the Assumed Liabilities (such Liabilities other than Assumed Liabilities, discharge or in any other manner be liable or responsible forcollectively, any the “Excluded Liabilities”).

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not and does not assume, assume and shall not be obligated responsible to pay, performperform or discharge any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever, discharge including, but not limited to, the employment, or in termination of employment, of any Employee prior to the Closing, other manner be liable or responsible for, any than the Assumed Liabilities (the “Excluded Liabilities”).

Excluded Liabilities. Notwithstanding anything else in this Agreement to the contrary, Buyer shall not and does not assume, assume and shall not be obligated responsible to pay, performperform or discharge any Liabilities or obligations of Seller or with respect to the Business or Purchased Assets other than specifically set forth as an Assumed Liability (collectively, discharge or in any other manner be liable or responsible for, any the “Excluded Liabilities.”). Without limiting the generality of the foregoing, Seller will be responsible for and pay, perform or discharge when due the following:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, the Buyer shall not and does not assume, assume and shall not be obligated to pay, perform, discharge pay any of the following liabilities or in any other manner be liable or responsible for, any Excluded Liabilities.obligations:

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.2(a) or any other provision in this Agreement to the contrary, Buyer shall not and does not assume, assume and shall not be obligated responsible to pay, perform, perform or discharge any Liabilities of Seller of any kind or in any nature whatsoever other manner be liable or responsible for, any than the Assumed Liabilities (the “Excluded Liabilities”).

Excluded Liabilities. Notwithstanding anything the provisions of Section 1.3 or any other provision in this Agreement to the contrary, Buyer shall not and does not assume, assume and shall not be obligated responsible to pay, perform, perform or discharge any Liabilities of Seller of any kind or in any nature whatsoever other manner be liable or responsible for, any than the Assumed Liabilities (the “Excluded Liabilities”).

Excluded Liabilities. Notwithstanding It is expressly understood and agreed that, notwithstanding anything to the contrary in this Agreement to the contraryAgreement, Buyer shall not and does assume or be responsible for paying, performing or discharging any obligations or liabilities of Sellers that are not assumeAssumed Liabilities (collectively, and shall not be obligated to pay, perform, discharge or in any other manner be liable or responsible for, any the “Excluded Liabilities”).

Excluded Liabilities. Notwithstanding anything in this Agreement herein to the contrary, Buyer shall not and does not assumeaccept, and shall not assume or be obligated responsible to pay, performperform or discharge any Excluded Liability, discharge or in any other manner be liable or responsible forand the Assumed Liabilities shall not include, any Excluded and all Liabilities of the Sellers other than the Assumed Liabilities.

Excluded Liabilities. Notwithstanding anything in any other provision of this Agreement Agreement, or any other agreement or instrument to the contrary, Buyer shall not and does not assume, and shall not be obligated agree to pay, perform, perform or discharge or in otherwise have any liability or responsibility for any Liability of any Seller or any other manner be liable or responsible forPerson not included in the Assumed Liabilities (collectively, any the "Excluded Liabilities."). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: