Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:

Excluded Liabilities. Notwithstanding Section 2.3 above, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for payingfor, performing or discharging, any the following Liabilities of Seller and its Affiliates other than the Assumed Liabilities (individually and collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:):

Excluded Liabilities. Seller shall retain, retain and shall be responsible for paying, performing and discharging when due, and Buyer Purchaser shall not assume or have any responsibility for payingfor, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed following Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:):

Excluded Liabilities. Other than the Assumed Liabilities, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities and all liabilities and obligations of Seller and its Affiliates other than of any nature whatsoever, whether past, current or future, whether accrued, contingent, known or unknown, including but not limited to the Assumed Liabilities liabilities listed on Section 1.4 of the Seller Disclosure Schedule (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:.

Excluded Liabilities. The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer the Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any and all Liabilities of the Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:.

Excluded Liabilities. Other than the Assumed Liabilities, Seller shall retain, retain and shall be responsible for paying, performing and discharging when due, and Buyer Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities of any kind, character or description whatsoever (the “"Excluded Liabilities”"). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliatesincluding:

Excluded Liabilities. Except for the Assumed Liabilities, Seller shall retainretain and be solely responsible for any and all liabilities, costs and obligations of Seller of any kind or nature, whether known, unknown, contingent or otherwise (the “Excluded Liabilities”), and Seller shall be responsible for paying, performing and discharging when duenot transfer to Buyer, and Buyer shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility liable for, any such obligation, cost or liability of the following Liabilities of Seller and its AffiliatesSeller, including without limitation:

Excluded Liabilities. After the Closing, and notwithstanding anything else to the contrary herein, Seller shall retain, and shall be responsible for paying, performing and discharging discharging, when due, and Buyer neither the Company, nor the Buyer, shall not assume or have any responsibility for payingfor, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed following excluded Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:):

Excluded Liabilities. Seller shall retain, retain and shall be responsible for paying, performing and discharging when due, and Buyer Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any and all Liabilities of Seller and its Affiliates other than the Assumed Liabilities, including the following Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:):

Excluded Liabilities. Seller shall retainExcept for the Assumed Liabilities, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for payingassume, performing or dischargingand Seller shall retain and shall satisfy and discharge, when and as due, any Liabilities liabilities or obligations of Seller and its Affiliates other than of any nature whatsoever, whether past, current or future, whether accrued or contingent, known or unknown, liquidated or unliquidated, arising now or in the Assumed Liabilities future (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:.

Excluded Liabilities. Notwithstanding Section 2.3 above, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (individually and collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:.

Excluded Liabilities. Seller shall retain, and shall be responsible for paying, performing any and discharging when dueall of its Liabilities not included within the Assumed Liabilities, and Buyer shall not assume or have any responsibility be liable for paying, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliatesincluding without limitation:

Excluded Liabilities. The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer the Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any and all Liabilities of the Seller and its Affiliates (including, without limitation, the Compromised Claims) other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Buyer nor its Affiliates the Purchaser shall be obligated to not assume, and none of them do assumethe Seller shall remain responsible for, and each of them hereby disclaims responsibility forshall indemnify the Purchaser with respect to, any of the following Liabilities of Seller and its Affiliatesfollowing:

Excluded Liabilities. Seller shall retainExcept for the Assumed Liabilities, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for payingbe bound by, performing and Seller shall retain, pay and discharge, all obligations or discharging, any Liabilities liabilities of Seller and its Affiliates other than the Assumed Liabilities of any kind or nature, known or unknown, accrued, absolute, contingent or otherwise, whatsoever (the “"Excluded Liabilities”"). Without , which Excluded Liabilities shall include, without limiting the generality of the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any all of the following Liabilities of Seller and its Affiliatesfollowing:

Excluded Liabilities. Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for paying, performing or dischargingassume, any Liabilities liabilities of Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting , including the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliatesfollowing:

Excluded Liabilities. Seller Notwithstanding anything to the contrary herein, the Sellers shall retain, and shall be responsible for paying, performing and discharging discharging, when due, and Buyer Parent, the Buyers and their respective Affiliates shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (the Excluded Liabilities. “Excluded Liabilities”). Without limiting ” means any and all Liabilities that are not Assumed Liabilities, including the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliatesfollowing:

Excluded Liabilities. Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities and all liabilities and obligations of Seller and its Affiliates of any nature whatsoever, whether past, current or future, whether accrued, contingent, known or unknown, other than the Assumed Liabilities Liabilities, including but not limited to (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:):

Excluded Liabilities. Except for Assumed Liabilities, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer Purchaser shall not assume or have any responsibility for payingbe obligated to pay, performing perform or dischargingotherwise discharge or be responsible or liable with respect to, any Liabilities liabilities or obligations of Seller, any Affiliate of Seller or any of their respective present or former owners or operators, whether or not of, associated with, or arising from, any of the Purchased Assets, and its Affiliates other than the Assumed Liabilities whether fixed, contingent or otherwise, known or unknown (collectively, the “Excluded Liabilities”). Without limiting , including the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliatesfollowing:

Excluded Liabilities. The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer the Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any and all Liabilities of the Seller and its Affiliates other than the Assumed Liabilities (the “"Excluded Liabilities”"). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:.

Excluded Liabilities. Seller shall retain, retain and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for payingfor, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed following Liabilities (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:):

Excluded Liabilities. Seller Other than the Assumed Liabilities, Sellers shall retain, retain and shall be responsible for paying, performing and discharging when due, and Buyer Purchasers shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities of Seller Sellers of any kind, character or description whatsoever relating to the Product and its Affiliates other than the Assumed Liabilities Purchased Assets (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:.

Excluded Liabilities. Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer Purchaser shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer Purchaser nor its Affiliates shall be obligated to assume, and none of them do does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:

Excluded Liabilities. Notwithstanding the provisions of Section 1 hereof, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Buyer shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities liabilities of the Seller and its Affiliates as of the date hereof or any time thereafter, other than the Assumed Liabilities (the “"Excluded Liabilities”"). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assumeincluding, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliateswithout limitation:

Excluded Liabilities. Other than the Assumed Liabilities, Seller shall retain, retain and shall be responsible for paying, performing and discharging when due, and Buyer Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities of any kind, character or description whatsoever (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliatesincluding:

Excluded Liabilities. Seller shall retain, retain and shall be responsible for paying, performing and discharging when due, and Buyer Purchaser shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliatesincluding:

Excluded Liabilities. Except to the extent of the Assumed Liabilities described in Section 1, Seller shall retain, and shall be responsible for payingpay, performing perform and discharging discharge when due, and Buyer shall does not assume or and shall have any responsibility for paying, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims no responsibility for, any of the following and all Liabilities of Seller and its Affiliates:Seller.

Excluded Liabilities. Notwithstanding Section 2.3 above, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities of Seller and its Affiliates whatsoever, whether Known or unknown, fixed or contingent, obsolete or otherwise, other than the Assumed Liabilities (the “"Excluded Liabilities”"). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assumeincluding without limitation, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliatesthose set forth below:

Excluded Liabilities. Seller shall retainExcept for the Assumed Liabilities, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have become liable for or obligated in any responsibility way with respect to, and Seller shall retain and remain solely liable for payingany obligation to pay, performing or dischargingperform, any and discharge, all Liabilities of Seller and its Affiliates other than the Assumed Liabilities Seller, regardless of when asserted (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliatesincluding:

Excluded Liabilities. Notwithstanding anything to the contrary herein, the Seller shall retain, and shall be responsible for paying, performing and discharging discharging, when due, and Buyer Buyer, GoDaddy and their Affiliates shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed Seller, including any Liabilities under any of the Contractual Obligations that relates to periods prior to Closing (the all excluded Liabilities collectively, “Excluded Liabilities”). Without limiting , other than the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:Assumed Liabilities.

Excluded Liabilities. The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer the Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities not expressly set forth in Section 2.02 (a) above (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliates:.

Excluded Liabilities. Seller shall retain, and shall be responsible for paying, performing any and discharging when dueall of its Liabilities not included within the Assumed Liabilities, and Buyer shall not assume or have any responsibility be liable for paying, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assumeincluding, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Seller and its Affiliateswithout limitation:

Excluded Liabilities. The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer the Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any and all Liabilities of the Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility forincluding without limitation, any of the following Liabilities of Seller and its Affiliates:Excluded Contracts.

Excluded Liabilities. Seller Sellers shall retain, and shall be jointly and severally responsible for paying, performing and discharging when due, and Buyer Purchaser shall not assume or have any responsibility for paying, performing or dischargingfor, any and all Liabilities of any Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims responsibility for, any of the following shall be Assumed Liabilities and each shall be an Excluded Liability for the purposes of Seller and its Affiliatesthis Agreement:

Excluded Liabilities. Seller Except for the Assumed Liabilities, Buyer shall retainnot assume, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Buyer nor its Affiliates shall be obligated to assume, and none of them do assume, and each of them hereby disclaims no responsibility for, any liabilities of Seller, as a successor in interest or otherwise and Seller shall be solely and exclusively liable for all such liabilities. For the following avoidance of doubt, the Excluded Liabilities of Seller and its Affiliatesshall include, without limitation: