Common use of Liabilities and Obligations Not Assumed Clause in Contracts

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 4.a. above, Purchaser shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or of Borrower whatsoever. All liabilities, debts and obligations of Seller and of Borrower not expressly assumed by Purchaser hereunder are hereinafter referred to as the “Excluded Liabilities.” The Excluded Liabilities include any liabilities or obligations now or hereafter arising from Borrower’s business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Borrower’s business and the following, whether incurred or accrued before, at or after the Closing: i. all taxes of the Borrower, including any and all federal, state, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any governmental body and/or agency; ii. all liabilities with respect to current and former employees of the Borrower, except for liabilities with respect to any such employees retained by Purchaser that accrue after the Closing Date; iii. all liabilities relating to Excluded Assets; iv. all accounts payable (or other amounts payable) or claims; v. any other liability that is not expressly included among the Assumed Liabilities; and vi. Those specific liabilities listed on Exhibit E attached hereto.

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 4.a4a. above, Purchaser Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller Lender or of Borrower Debtor whatsoever. All liabilities, debts and obligations of Seller Lender and of Borrower Debtor not expressly assumed assume by Purchaser Buyer hereunder are hereinafter referred to as the “"Excluded Liabilities.” ". The Excluded Liabilities include any liabilities or obligations now or hereafter hereinafter arising from Borrower’s Debtor's business activities that took place prior to the Closing closing or any liabilities arising out of or connected to the liquidation and winding down of Borrower’s Debtor's business and the following, following whether incurred or accrued before, at or after the Closingclosing: i. all taxes of the Borrowerdebtor, including any and all federal, state, local, foreign foreign, or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem velorium tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and fee in any related charge or amount (including any fine, penalty penalty, or interest), imposed, assessed assessed, or collected by or under the authority of any governmental body and/or agency; ii. all ; ii All liabilities with respect to current and former employees of the BorrowerDebtor, except for liabilities with respect to any such employees retained by Purchaser that accrue after the Closing Date; iii. all liabilities relating to Excluded Assets; iv. all accounts payable (or other amounts payable) or claims; v. any other liability that is not expressly included among the Assumed Liabilities; and vi. Those specific liabilities listed on Exhibit E attached hereto.

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 4.a4a. above, Purchaser Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller Lender or of Borrower Debtor whatsoever. All liabilities, debts and obligations of Seller Lender and of Borrower Debtor not expressly assumed assume by Purchaser Buyer hereunder are hereinafter referred to as the “"Excluded Liabilities.” ". The Excluded Liabilities include any liabilities or obligations now or hereafter hereinafter arising from Borrower’s Debtor's business activities that took place prior to the Closing closing or any liabilities arising out of or connected to the liquidation and winding down of Borrower’s Debtor's business and the following, following whether incurred or accrued before, at or after the Closingclosing: i. all taxes of the Borrowerdebtor, including any and all federal, state, local, foreign foreign, or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem velorium tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and fee in any related charge or amount (including any fine, penalty penalty, or interest), imposed, assessed assessed, or collected by or under the authority of any governmental body and/or agency; ii. all All liabilities with respect to current and former employees of the BorrowerDebtor, except for liabilities with respect to any such employees retained by Purchaser that accrue after the Closing Date; iii. all All liabilities relating to Excluded Assets; iv. all All accounts payable (or other amounts payable) or claims; v. any Any other liability liabilities that is are not expressly included among the Assumed Liabilitiesassumed liabilities; and vi. Those specific liabilities listed on Exhibit E "F" attached hereto.