Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding any other provision of this Agreement, Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following (collectively, the “Excluded Liabilities”):

Excluded Liabilities. Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, Buyer shall not and does not assume, and shall be deemed not to have assumed and shall not be obligated to pay, perform, discharge or otherwise in any other manner be liable or responsible for, for any liabilities or obligations Liabilities of SellerSellers that are not Assumed Liabilities, whether actual existing on the Closing Date or contingentarising thereafter, matured including Liabilities relating to or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to the Closing, subject to the terms any of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following (collectively, the “Excluded Liabilities”):

Excluded Liabilities. Notwithstanding any other provision of this --------------------- Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or otherwise be responsible for, any of the Company's liabilities or obligations of Sellerobligations, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, or related or unrelated to the Business or the Assets, arising out of occurrences on or prior to to, the ClosingClosing Date (collectively, subject to the terms of the Interim Management Services Agreement"Excluded Liabilities"), and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of this AgreementOther than the Assumed Liabilities, Buyer shall is not assumeassuming, or otherwise and will not be responsible liable for, any liabilities liability or obligations obligation of any nature of Seller, whether actual or contingent, matured mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences prior to before, on or after the Closing, subject to Closing Date (such liabilities other than the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following (collectively, the “Excluded Liabilities”):), including, without limitation:

Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or otherwise be responsible for, any of Seller's liabilities or obligations of Sellerobligations, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, or related or unrelated to the Business or the Assets, whether arising out of occurrences prior to to, at or after the Closingdate hereof (collectively, subject to the terms of the Interim Management Services Agreement"Excluded Liabilities"), and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of Except as otherwise specifically provided in Section 2.2(a) or elsewhere in this Agreement, the Buyer shall not assumeassume and shall in no event be liable for any liabilities, debts or otherwise be responsible for, any liabilities or obligations of Sellerobligations, whether actual accrued, absolute, matured, known or contingent, matured or unmaturedunknown, liquidated or unliquidated, contingent or known or unknownotherwise, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, including without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of Except as expressly provided in this Agreement, Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, with respect to the following Assumed Liabilities, Buyer shall not assume or become liable for any obligations, commitments, or liabilities of Seller, whether known or unknown, absolute, contingent, or otherwise, and whether or not they are related to the Assets (collectively, the “Excluded Liabilities”):).

Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities, the Buyer shall not assume, assume or otherwise be responsible for, any and the Seller shall retain and shall timely discharge, perform and be fully responsible for, all of the liabilities or obligations of Sellerand obligations, whether actual fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the date hereof relating to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following Acquired Business (collectively, the “Excluded Liabilities”):), which Excluded Liabilities include:

Excluded Liabilities. Notwithstanding any other provision of this AgreementExcept for the Assumed Liabilities, Buyer shall not assumeassume by virtue of this Agreement or the transactions contemplated hereby, or otherwise be responsible and shall have no liability for, any liabilities liabilities, debt, responsibility, claim or other obligations of Sellerthe Sellers, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, contingent or absolute (including, without limitation, those related to the following Business), of any kind, character or description whatsoever (collectively, the “Excluded Liabilities”):).

Excluded Liabilities. ‌‌ . Notwithstanding any other provision of this Agreement, Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following (collectively, the “Excluded Liabilities”):

Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or otherwise be responsible for, any of Seller's liabilities or obligations of Sellerobligations, whether actual or contingent, matured or unmaturedun-matured, liquidated or unliquidatedun-liquidated, or known or unknown, or related or unrelated to the Business or the Assets, whether arising out of occurrences prior to to, at or after the Closingdate hereof (collectively, subject to the terms of the Interim Management Services Agreement"Excluded Liabilities"), and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of this Agreement, Buyer shall not assume, or otherwise be responsible forfor (and nothing in this Agreement or any Ancillary Agreement shall be construed as imposing on Buyer), except for the Assumed Liabilities expressly assumed in Section 2.2, any liabilities or obligations Liabilities of Seller, in each case, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to to, at or after the ClosingClosing Date (the “Excluded Liabilities”), subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”):following:

Excluded Liabilities. Notwithstanding any other provision of this Agreement, (a) It is expressly agreed and understood that the Buyer shall not assume, assume or otherwise be responsible for, bound by any liabilities of the Seller or obligations of Sellerits business, of any kind or nature, known, unknown, accrued, absolute, contingent, recorded or unrecorded or otherwise, whether actual now existing or contingenthereafter arising. This Agreement does not enlarge any rights of third parties under any arrangements or understandings with the Buyer or the Seller or any of their respective affiliates or subsidiaries, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following (collectively, the “Excluded Liabilities”):applicable.

Excluded Liabilities. Notwithstanding any other provision provisions of this AgreementAgreement to the contrary, Buyer shall not assume, or otherwise in any way be liable or responsible for, any liabilities or obligations Liabilities of SellerSellers except for the Assumed Liabilities, whether actual direct or contingentindirect, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior fixed or contingent or otherwise, liquidated, xxxxxx or inchoate, due or to become due (the Closing, subject to the terms "Excluded Liabilities"). In furtherance of the Interim Management Services Agreement, foregoing and not expressly assumed hereunder as in limitation thereof, except for the Assumed Liabilities, including, without limitation, the following (collectively, the “Excluded Liabilities”):in no event shall Buyer be liable for:

Excluded Liabilities. Notwithstanding any other provision of Except as otherwise specifically provided in Section 2.2(a) and elsewhere in this Agreement, Buyer shall not assumeassume and shall in no event be liable for any liabilities, or otherwise be responsible for, any liabilities debts or obligations of SellerSellers, whether actual accrued, absolute, matured, known or contingent, matured or unmaturedunknown, liquidated or unliquidated, contingent or known or unknownotherwise, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, including without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of this Agreement, Buyer shall not assume, or otherwise be responsible for, any liabilities Liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following Effective Time (collectively, the “"Excluded Liabilities”):"). Seller hereby acknowledges that it is retaining all Excluded Liabilities and Seller shall pay, discharge and perform all Excluded Liabilities promptly when due.

Excluded Liabilities. Notwithstanding any other provision of this -------------------- Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or otherwise be responsible for, any of Sellers' liabilities or obligations of Sellerobligations, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, or related or unrelated to the Business or the Assets, whether arising out of occurrences prior to to, at or after the Closingdate hereof (collectively, subject to the terms of the Interim Management Services Agreement"Excluded Liabilities"), and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of Except as expressly provided in this Agreement, Buyer shall not assumeassume or become liable for any obligations, commitments, or otherwise be responsible for, any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out absolute, contingent, or otherwise, and whether or not related to the Assets, including without limitation, any employment, business, sales or use tax relating to Seller’s operation of occurrences the Business and use and ownership of the Assets prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following (collectively, the “Excluded Liabilities”):.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to to, at or after the Closingdate hereof ("Excluded Liabilities"), subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of Except as otherwise expressly provided for in this Agreement, Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, unknown whether arising out of occurrences prior to to, at or after the ClosingClosing ("Excluded Liabilities"), subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.2. Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, in each case to the extent arising out of occurrences prior to, at or after the date hereof but prior to or on the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following Closing Date (collectively, the “Excluded Liabilities”):), which Excluded Liabilities include, without limitation:

Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.3, Buyer shall not assume, or otherwise be responsible for, any liabilities obligations, liabilities, liens or obligations encumbrances of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to to, at or after the Closingdate hereof and notwithstanding the fact that any such liability is identified herein or on the schedules hereto (collectively, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed "Excluded Liabilities, ") including, without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of this -------------------- Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or otherwise be responsible for, any of Seller's liabilities or obligations of Sellerobligations, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, or related or unrelated to the Business or the Assets, whether arising out of occurrences prior to to, at or after the Closingdate hereof (collectively, subject to the terms of the Interim Management Services Agreement"Excluded Liabilities"), and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of Except as otherwise specifically provided in Section 2.2(a) and elsewhere in this Agreement, Buyer shall not assumeassume and shall in no event be liable for any liabilities, or otherwise be responsible for, any liabilities debt or obligations of Seller, whether actual accrued, absolute, matured, known or contingent, matured or unmaturedunknown, liquidated or unliquidated, contingent or known or unknownotherwise, arising out of occurrences prior to the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, including without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision provisions of this AgreementAgreement to the contrary, Buyer shall not assume, or otherwise in any way be liable or responsible for, any liabilities or obligations Liabilities of SellerSellers except for the Assumed Liabilities, whether actual direct or contingentindirect, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior fixed or contingent or otherwise, liquidated, choate or inchoate, due or to become due (the Closing, subject to the terms "Excluded Liabilitiex"). Xn furtherance of the Interim Management Services Agreement, foregoing and not expressly assumed hereunder as in limitation thereof, except for the Assumed Liabilities, including, without limitation, the following (collectively, the “Excluded Liabilities”):in no event shall Buyer be liable for:

Excluded Liabilities. Notwithstanding any other provision of this Agreement, and except for the Assumed Liabilities expressly specified in Section 2.3, Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations Liabilities of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences Seller's ownership, leasing or operation of the Assets or the Real Property on or prior to the ClosingClosing Date ("Excluded Liabilities"), subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”)::

Excluded Liabilities. Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.2, Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations Liabilities of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to to, at or after the Closing, subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, including, without limitation, the following date hereof (collectively, the “Excluded Liabilities”):). Seller shall remain liable for and shall discharge the Excluded Liabilities. Without limiting the generality of the foregoing, the Excluded Liabilities include, without limitation:

Excluded Liabilities. Notwithstanding any other provision of this Agreement, Buyer shall not assume, or otherwise be responsible forfor (and nothing in this Agreement or any Ancillary Agreement shall be construed as imposing on Buyer), except for the Assumed Liabilities expressly specified in Section 2.2, any liabilities or obligations Liabilities of Seller, in each case, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, arising out of occurrences prior to to, at or after the ClosingClosing Date (the “Excluded Liabilities”), subject to the terms of the Interim Management Services Agreement, and not expressly assumed hereunder as Assumed Liabilities, includingwhich Excluded Liabilities include, without limitation, the following (collectively, the “Excluded Liabilities”):following: