Excluded Liabilities definition
Examples of Excluded Liabilities in a sentence
Seller and/or its Affiliates, as the case may be, will remain liable to pay, perform and discharge when due all Excluded Liabilities.
From and after the Closing, and subject to this Article 8, Seller shall defend, indemnify and hold harmless Buyer, and each of its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse the Buyer Indemnitees for, any and all Losses resulting from (a) any breach or default in performance by Seller of any Post-Closing Covenant of Seller and (b) the Excluded Liabilities.
Notwithstanding anything to the contrary herein, B▇▇▇▇’s aggregate liability for indemnification under this Section 6.02 shall not exceed the Purchase Price; provided, however, that Buyer shall not have any indemnification liability for (i) Taxes attributable to any Pre-Closing Tax Period, (ii) any Indebtedness or Liens of Sellers or the Companies not constituting Assumed Debt, (iii) any claims arising from Seller’s or the Companies’ breach of this Agreement, or (iv) any Excluded Liabilities.
Except for the Assumed Liabilities, Buyer does not and shall not assume, or otherwise be responsible for, any Damages, liabilities or other obligations, whether actual or contingent, matured or unmatured, liquidated or unliquidated, known or unknown, related or unrelated to the Business or the Assets, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”), and Seller shall remain responsible for all Excluded Liabilities.