Excluded Obligations and Liabilities. It is expressly understood and ------------------------------------ agreed that, except as specifically provided in Section 2.3, Buyer shall not be obligated to pay, perform or discharge any debt, obligation, cost, expense or liability of Seller, whether absolute or contingent, known or unknown ("Excluded Liabilities"), including, but not limited to debts, obligations, costs, expenses and liabilities:
Excluded Obligations and Liabilities. Any failure by Sellers to pay any Excluded Obligation and Liabilities.
Excluded Obligations and Liabilities. Except as otherwise specifically provided in this Agreement, no Purchaser shall assume, cause to be assumed or be deemed to have assumed or caused to have assumed, (a) any obligation or liabilities of Seller, or any Affiliate of Seller arising out of or resulting from acts or omissions of Seller or any of its Affiliates in respect of the Assets prior to the Closing Date other than the Assumed Obligations, (b) except as required by law, any employee benefit plan or arrangement of Seller or ADC or any liabilities or obligations thereunder, (c) Seller's obligations under this Agreement and (d) commitments by ADC to invest in any ADC Development Projects unless designated in writing by FW for inclusion in the ADC Assets (such obligations and liabilities not assumed hereunder the "Excluded Liabilities").
Excluded Obligations and Liabilities. For greater certainty, the Purchaser is not assuming and will not be responsible for any liabilities, debts or obligations of the Vendor or the Subsidiary, whether present or future, absolute or contingent and whether or not relating to the Business, other than the Assumed Obligations. The Vendor agrees to indemnify and hold harmless the Purchaser from and against all Damages the Purchaser may suffer in respect of any liabilities, debts or obligations of the Vendor or the Subsidiary which are not part of the Assumed Obligations. Notwithstanding the foregoing, the Vendor shall not be obligated to indemnify the Purchaser for any such liabilities, debts or obligations which result directly from actions taken by the Vendor in respect of the Business during the Interim Period if and to the extent that such actions are undertaken at the request of the Purchaser.
Excluded Obligations and Liabilities. Notwithstanding anything ------------------------------------- stated in this Agreement to the contrary, Xxxxxxx Fleet does not and shall not assume, pay, perform or discharge any liabilities and obligations not described in Section 1.3 above (the "Excluded Liabilities").
Excluded Obligations and Liabilities. Notwithstanding anything stated to the contrary, Ludlow does not and shall not assume, pay, perform or discharge any of the following liabilities and obligations (the "Excluded Liabilities"):
Excluded Obligations and Liabilities. It is expressly understood and agreed that, except as specifically provided in Section 1.5, Buyer is not obligated to pay, perform or discharge any debt, obligation, cost, expense or liability of KN Gas, whether absolute or contingent, known or unknown (the "Excluded Liabilities"), including, but not limited to debts, obligations, costs, expenses and liabilities:
Excluded Obligations and Liabilities. The Purchaser shall not assume and shall have no obligation to discharge, perform or fulfil the Excluded Obligations.
Excluded Obligations and Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume or be deemed to have assumed any obligations or liabilities of the Seller except those expressly set forth in Paragraph 2.2 hereof.
Excluded Obligations and Liabilities. For greater certainty, the Purchaser is not assuming and will not be responsible for any of the Liabilities of or Contracts entered into by Vendor, whether or not relating to the Business. Vendor will be responsible for the performance and satisfaction of all Liabilities and Contracts entered into by Vendor pertaining to the Business and the Purchased Assets, including without limitation the following:
