Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller in respect of:

Excluded Liabilities. Notwithstanding any provision Except as expressly set forth above in this Agreement or any other writing to the contrarySection 2.2, Buyer is assuming only the Assumed Liabilities and is not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation of Seller (under Section 2.2 or any predecessor owner of all Section 2.3 or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller otherwise in respect ofof any of the following:

Excluded Liabilities. Notwithstanding any provision Except as otherwise expressly provided in this Agreement or any other writing to the contrarySection 3.1, Buyer is assuming only the Assumed Liabilities Purchaser does not assume and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller in respect of:the liabilities or obligations of Seller, including, without limitation, Seller's liabilities or obligations which are known or unknown, fixed or contingent, now existing or hereafter arising (which liabilities and obligations not assumed by Purchaser are hereinafter referred to as the "Excluded Liabilities").

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contraryprovisions of Section 2.3, Buyer is assuming only does not agree to assume, perform or discharge, indemnify Seller against, or otherwise have any responsibility for, any Liabilities of Seller other than the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever natureLiabilities, whether presently in existence arising prior to, on or arising hereafter. All after the Closing (which such other liabilities and obligations Liabilities shall be retained by and remain obligations and liabilities collectively referred to herein as the “Excluded Liabilities”). Without limiting the generality of Seller. Specificallythe foregoing, Buyer Excluded Liabilities shall not assume or be liable for any liability of Seller in respect ofinclude:

Excluded Liabilities. Notwithstanding any provision Other than as specifically listed in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. SpecificallySection 2.03 above, Buyer shall not assume any Liability whatsoever of Sellers, whether or not arising from or related to the Business or the Purchased Assets (the “Excluded Liabilities”), and Sellers shall pay, perform and discharge, as and when due, each such Excluded Liability. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Buyer be liable for deemed to assume any liability Liability arising out of Seller in respect ofor relating to:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor of Seller or any prior owner of all or part of its business businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations hereafter (“Excluded Liabilities”), all of which shall be retained by and remain obligations and liabilities of Seller. SpecificallyFor the avoidance of doubt, Buyer shall not assume or be liable for any liability of Seller in respect ofExcluded Liabilities include:

Excluded Liabilities. Notwithstanding any provision In furtherance of the agreement set out in this Agreement or any other writing to Section 2.3 and for the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation avoidance of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specificallydoubt, Buyer shall not assume or be liable for obligated to pay, perform or otherwise discharge any liability or obligation of Seller in respect ofSeller, direct or indirect, known or unknown, absolute or contingent, (all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”) including without limitation, the following:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only Except for the Assumed Liabilities and is not assuming any other liability specified in Section 2.3 hereof or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever natureas otherwise specified in this Agreement, whether presently in existence or arising hereafter. All such other liabilities and obligations the Purchaser shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not neither assume or be liable for nor have any liability for any, and the Seller shall remain fully liable for, and shall pay, perform and discharge, all Liabilities of the Seller in respect of:or the Business arising out of any act or omission occurring or state of facts existing prior to and, to the extent not related to the Business, at or after the First Closing (collectively, the “Excluded Liabilities”).

Excluded Liabilities. Notwithstanding any provision in this Agreement or any The Seller and the Buyer expressly understand and agree that, other writing to the contrary, Buyer is assuming only than the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. SpecificallyLiabilities, Buyer shall not assume assume, pay, perform or be discharge or become liable for any liability and all obligations, commitments or liabilities of any and every nature whatsoever of the Seller in respect ofincluding (without limitation) all obligations, commitments or liabilities (whether recourse or non-recourse to the Seller) which relate to, are secured by or otherwise encumber any of the Purchased Assets, including, without limitation:

Excluded Liabilities. Notwithstanding any provision Except as expressly provided in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. SpecificallySection 2.3 above, Buyer shall not assume or be liable for any liability liabilities, obligations or duties of Seller any Seller, whether known or unknown, absolute, contingent or otherwise. Without limiting the preceding sentence, except as expressly provided in respect ofSection 2.3 above, Buyer will not assume or be responsible for any of the following:

Excluded Liabilities. Notwithstanding any provision Except as expressly set forth above in this Agreement or any other writing to the contrarySection 2.2, Buyer is assuming only the Assumed Liabilities and is not assuming any liabilities or obligations of, or related to, Seller, the Assets, ERF Wireless, Inc., the Excluded Businesses or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation of Seller (under Section 2.2 or any predecessor owner of all Section 2.3 or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller otherwise in respect ofof any of the following:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only Other than the Assumed Liabilities and specifically set forth in Section 1.3, Buyer is not assuming any other liability or obligation of Seller (or the Selling Persons of any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence absolute, accrued, contingent, liquidated or arising hereafter. All such other liabilities otherwise, and obligations shall be retained by and remain obligations and liabilities of Seller. Specificallywhether due or to become due, Buyer shall not assume asserted or be liable for any liability of Seller in respect of:unasserted, known or unknown (collectively, “Liabilities”), including without limitation those Liabilities set forth below (collectively, the “Excluded Liabilities”):

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities expressly not purchasing and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume and shall not be responsible to pay, perform or be liable for discharge any liability disclosed or undisclosed Liabilities of Seller in respect ofor any of its Affiliates of any kind or nature whatsoever. Upon acceptance of this Agreement, Seller acknowledges that it retains all Excluded Liabilities and no successor liability shall inure to Buyer. The Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding any provision in this Agreement the provisions of Section 2(c) or any other writing provision hereof or any Schedule or Exhibit hereto and regardless of any disclosure to the contraryBuyer, Buyer is assuming only other than the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specificallyas expressly provided herein, Buyer shall not assume or be liable for obligated or be responsible to pay, perform, satisfy or otherwise discharge any liability Liabilities of Seller in respect of:whatsoever (collectively, the "Excluded Liabilities").

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing Except to the contraryextent specifically set forth in Section 2.2 above, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability Purchaser shall assume no liabilities or obligation obligations of Seller (or any predecessor owner of all or part of its business and assets) of whatever natureSeller, whether presently in existence absolute, contingent, known or arising hereafter. All unknown, determinable or not determinable or otherwise, or whether relating to the Purchased Assets or the Business or otherwise, and Seller shall retain all such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specificallyobligations, Buyer shall not assume or be liable for any liability of Seller in respect ofincluding, without limitation, the following:

Excluded Liabilities. Notwithstanding any provision Except as expressly set forth in this Agreement or any other writing to the contrarySection 2.2(a), Buyer is assuming only the Assumed Liabilities does not and is will not assuming assume any other liability or obligation of Seller (any kind of Sellers or any predecessor owner of all their Affiliates, or part any obligation relating to the Business, the use of its business and assets) of whatever naturethe Purchased Assets, or the performance by Sellers under any Contracts, whether presently in existence absolute or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specificallycontingent, Buyer shall not assume accrued or be liable for any liability of Seller in respect ofunaccrued, asserted or unasserted, known or unknown, or otherwise (collectively, the "Excluded Liabilities"), including, without limitation, the following:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing Except with respect to the contraryAssumed Liabilities, Buyer is assuming only the Assumed Liabilities does not hereby and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for in any liability way undertake to pay, perform, satisfy or discharge any liabilities of Seller in respect of:whatsoever. All liabilities of Seller not expressly assumed by Buyer pursuant to Section 2.3 are hereinafter referred to as the “Excluded Liabilities”.

Excluded Liabilities. Notwithstanding any provision Except as expressly set forth above in this Agreement or any other writing to the contrarySection 2.2, Buyer is assuming only the Assumed Liabilities and is not assuming any liabilities or obligations of, or related to, Seller, the Assets, X-Wires or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation of Seller (under Section 2.2 or any predecessor owner of all Section 2.3 or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller otherwise in respect ofof any of the following:

Excluded Liabilities. Notwithstanding any provision Except as expressly set forth above in this Agreement or any other writing to the contrarySection 2.2, Buyer is assuming only the Assumed Liabilities and is not assuming any other liabilities or obligations of, or related to, Seller, the Assets or the Business. Other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller in respect ofnot specifically assumed:

Excluded Liabilities. Notwithstanding any provision Except as expressly set forth in this Agreement or any other writing to Section 2.3 above, the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming or agreeing to pay, perform or discharge any other liability liabilities or obligation obligations of Seller the Seller, including but not limited to any liabilities with respect to the Excluded Assets, the Excluded Business and the following liabilities (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller in respect of:the "Excluded Liabilities"):

Excluded Liabilities. Notwithstanding any provision Except as expressly set forth in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assetsSection 2.2(g) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specificallyhereof, Buyer shall not assume or be liable for any liability of the debts, obligations, or liabilities of Seller in respect of:of any nature whatsoever, regardless of whether or not such debts, obligations, or

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing Except as and to the contraryextent specifically set forth under Section 2.1 above, Buyer is assuming only the Assumed Liabilities and is not assuming assuming, or agreeing to otherwise become liable for any other liability debts, liabilities, claims, lawsuits, or obligation obligations of any nature of Seller (or any predecessor owner of the "Excluded Liabilities"). Seller hereby agrees to be responsible for all or part of its business Excluded Liabilities, and assets) of whatever naturepursuant to Article 9 below, whether presently in existence or arising hereafterindemnify Buyer from all Excluded Liabilities. All such other liabilities and obligations The Excluded Liabilities shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller in respect ofinclude without limitation:

Excluded Liabilities. Notwithstanding any provision Except as expressly set forth above in this Agreement or any other writing to the contrarySection 2.2, Buyer is assuming only the Assumed Liabilities and is not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Markets, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation of Seller (under Section 2.2 or any predecessor owner of all Section 2.3 or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller otherwise in respect ofof any of the following:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing Except as and to the contraryextent specifically set forth in Section 1.3, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller. Without limitation, and notwithstanding the provisions of Section 1.3, Buyer is not assuming, and Seller (shall not be deemed to have assigned or otherwise transferred to Buyer, any predecessor owner of all the following liabilities or part of its business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller in respect of:

Excluded Liabilities. Notwithstanding any provision anything to the contrary in this Agreement or any other writing to the contraryAgreement, Buyer is assuming only the Assumed Liabilities specified in Section 2.3(a), and Buyer is not assuming any other liability liabilities or obligation obligations related to, resulting from or arising out of Seller (the ownership, use of the Purchased Assets or operation of the Business prior to the Closing or any predecessor owner other liabilities or obligations of all the Seller or part any of its business and assets) Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including by way of whatever natureexample only, whether presently in existence or arising hereafter. All such other the following liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall not assume or be liable for any liability of Seller in respect ofobligations:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing anything to the contrarycontrary contained in Section 2.1 above, Buyer is assuming only does not assume, or become in any way liable for, the Assumed Liabilities and is not assuming payment or performance of any other liability debts, liabilities or obligation of Seller obligations (absolute or any predecessor owner of all or part of its business and assetscontingent) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller. Specifically, Buyer shall Sellers including but not assume or be liable for any liability of Seller in respect oflimited to:

Excluded Liabilities. Notwithstanding any provision Except as specifically set forth in this Agreement or any other writing to the contrarySection 2.1 above, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever naturewhatsoever, whether presently in existence or not any such liability or obligation pertains to the Business or the Purchased Assets, including any such liability or obligation arising hereafter. All under any contract of Seller (all such other liabilities and obligations not specifically assumed by Buyer pursuant to the Agreement shall be retained by the "Excluded Liabilities"). Without limiting the foregoing and remain obligations and liabilities notwithstanding the provisions of Seller. SpecificallySection 2.1, Buyer shall is expressly not assume or be liable for any liability of Seller in respect ofassuming the following liabilities: