Liabilities Excluded Clause Examples

Liabilities Excluded. In addition to the liabilities set forth in paragraphs 2(a), 2(b), 2(c), 2(d) and 10 above, this Agreement shall not apply to the investment operation or liabilities for federal income tax or other liabilities excluded by this Agreement.

Liabilities Excluded. In connection with Buyer’s purchase of the Assets, Buyer shall not assume or become responsible for any indebtedness, liabilities or obligations of Seller (the “Liabilities”), except that Buyer shall assume the obligations of Seller accruing from and after the Closing Date under all contracts, agreements and understandings included in the Assets.

Liabilities Excluded. Buyer shall not and does not hereby assume or become liable for any obligations, liabilities or indebtedness of Seller, whether due or to become due, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, contingent, executory or otherwise, howsoever or whenever arising, which are not expressly assumed by Buyer in writing, including but not limited to (a) any of Seller's accounts payable; and (b) Seller's obligations under its mortgages and its lines of credit, if any (the "Lines of Credit"), all of which shall be satisfied by Seller on or before the Closing Date; and (c) the agreements between Seller and MNK Info and Infoscriber.

Liabilities Excluded. Buyer shall not assume any Liabilities of Seller related to the Assets, either directly or indirectly, and any and all such other Liabilities as they relate to the Assets shall be satisfied by Seller in full prior to the Closing of this Agreement.

Liabilities Excluded. Except for the liabilities assumed in Section 3, the Company is not assuming and shall not be liable for any claims, potential claims, liabilities, debts or obligations (contractual or otherwise) of Midwest or Multimedia of any kind, whether now existing or hereafter arising, whether accrued or contingent, including, without limitation, the following: (i) claims, potential claims, obligations, debts and liabilities arising directly or indirectly from or in connection with the operation of the Business on or before the Effective Date, including, without limitation, any claims, potential claims, obligations, debts, liabilities or expenses arising directly or indirectly from or in connection with any of Midwest's projects completed prior to the Effective Date; (ii) claims, potential claims and liabilities arising directly or indirectly from or in connection with the Lease prior to the Effective Date; (iii) obligations, debts and liabilities arising directly or indirectly from or in connection with any breach or default by Midwest or Multimedia with respect to obligations to third parties arising from the consummation of the transactions contemplated herein; (vi) obligations, debts and liabilities arising directly or indirectly from or in connection with any acts or omissions of Midwest or Multimedia, whether occurring before, on, or after the Effective Date; (vii) obligations, debts and liabilities arising directly or indirectly from or in connection with any liability or obligation of Midwest in respect of any state, local, federal or foreign taxes (whether in the nature of income, transfer, sales, withholding, employee, excise, property, customs, gross receipts, special assessments or other taxes or duties of any kind whatsoever) or penalties, interest or fines in respect thereof, or any reporting requirement or estimated tax payable with respect thereto; (viii) claims, potential claims, obligations, debts and liabilities arising directly or indirectly from or in connection with any litigation, investigation or other proceeding pending or threatened in respect of Midwest or Multimedia on or prior to the Effective Date or subsequently asserted which is attributable to facts existing, events or omissions occurring or projects completed by Midwest or Multimedia or their affiliates prior to the Effective Date; (ix) obligations, debts and liabilities arising directly or indirectly from or in connection with any liability or obligation to any party under any Midw...

Liabilities Excluded. Unless expressly assumed by the Purchaser -------------------- pursuant to this Agreement, the Purchaser shall neither assume nor be liable for, and the Seller and the Shareholders shall retain, satisfy in full and defend and indemnify and hold the Purchaser harmless against, all debts, liabilities, obligations, claims, contingencies, causes of action, accounts or notes payable, accrued expenses or related obligations, or any federal, state or local income, property, sales, franchise, or other tax liabilities of the Seller, the Shareholders, or any other of their affiliates, including but not limited to any tax liabilities incurred as a result of this transaction. Excluded liabilities shall be deemed to include, without limitation, all liabilities other than those specifically stated in Section 2.1 as being assumed.

Liabilities Excluded. Except for a single contract with General Electric Corp. for which MITA's obligations shall not exceed $12,000 or as otherwise listed in this Agreement, this Agreement is for the purchase and sale of the Assets only. Accordingly, notwithstanding any other provision hereof, this Agreement excludes, and Buyer does not assume, any liabilities of Seller, except as set forth in this Agreement. The liabilities excluded include, but are not limited to, Seller's accounts payable and all obligations arising out of or related to any collective bargaining agreement, employment agreement, pension or retirement plan, profit-sharing plan, stock purchase or stock option plan, medical insurance plan, compensation and bonus agreement, vacation or severance pay plan or agreement or any other employee benefit or plan. As provided herein, Seller's obligations to trade creditors and other persons having claims against Seller shall be paid by Seller. Any and all other accounts payable or other obligations or liabilities accruing to and existing on the Closing Date are and shall remain the sole obligation and responsibility of Seller.

Liabilities Excluded. Except as expressly set forth on Schedule 1.5 herein, or as have been clearly and fully disclosed on the Wing Sail Financial Statements, Buyer is not assuming any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability) of Seller (each individually referred to herein as a “Liability”), including, without limitation: any Liability in respect of any employees or former employees of Wing Sail; any Liability of Wing Sail in respect of any tax; any Liability or obligation of Wing Sail arising out of any environmental law, rule or regulation; any indebtedness of Seller or of Wing Sail; or any Liability of Wing Sail under any contract other than the Assumed Leases and Contracts (as defined herein below).

Liabilities Excluded. The term "Assumed Liabilities" shall not -------------------- include any debts, obligations and liabilities of Seller which are not expressly described in Section 1.3 hereof (the "Excluded Liabilities"), including any debts, liabilities and obligations of Seller arising out of workers compensation, health insurance and other liabilities relating to medical treatment of employees for the period prior to and ending on the Closing Date. Subject to Buyer's obligations pursuant to Sections 1.9, 1.10, 4.3, 9.1 and 9.6, Buyer shall assume only the Assumed Liabilities expressly described in Section 1.3 hereof and no others; and any and all other debts, liabilities and obligations of Seller (by contract or otherwise, fixed or contingent) are Excluded Liabilities, which are specifically excluded and excepted from the Assumed Liabilities and are to be retained by Seller.