Common use of Liabilities and Obligations Not Assumed Clause in Contracts

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities or obligations of Company or of the Business whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from or with respect to, the sale of any products or services of Company that occurred prior to the Closing, commissions, fees, investment banker or broker fees (if any) payable by Company to any other party in connection with the Acquisition, the termination by Company of the employment of any current or future employees of Company or any of its Affiliates, any other claims brought against Company arising from Company’s employment of any person, any duties or obligations under any existing or future employee plans or other employee benefit plans of Company or any of its Affiliates, any present or future obligations or liabilities of Company or any of its Affiliates to existing or future employees of Company or any severance or bonus pay obligations of Company or any of its Affiliates or any obligations or liabilities or arising from any breach or default by Company of any contract, agreement or commitment of Company (including but not limited to the Contracts) that occurred (or arose from facts occurring) prior to the Closing. All liabilities, debts and obligations of Company not expressly assumed by Buyer hereunder in this Section 3.2 are herein referred to as the “Excluded Liabilities”.

Liabilities and Obligations Not Assumed. Except as expressly set forth in Section 3.1 above, Buyer shall not assume or become obligated in any way to pay any liabilities liabilities, debts or obligations of Company or of the Business whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from or with respect to, the sale of any products or services of Company that occurred prior to the Closing, any assignment or transfer fees required by any Software licensor in connection with the transfer of the Software to Buyer, commissions, fees, investment banker or broker fees (if any) payable by Company to any other party in connection with the Acquisition, prepayment penalties or premiums on debt, any overdrafts or bank debt, any accounts payable, the termination by Company of the employment of any current or future employees of Company or any of its Affiliates, any other claims brought against Company arising from Company’s 's employment of any person, any duties or obligations under any existing or future employee plans Employee Plans (as such term is defined in Section 4.15) or other employee benefit plans of Company or any of its Affiliates, any present or future obligations or liabilities of Company or any of its Affiliates to existing or future employees of Company or any of its Affiliates under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Federal Worker Adjustment and Retraining Notification Act ("WARN") or any severance or bonus pay obligations of Company or any of its Affiliates or any obligations or liabilities or arising from any breach or default by Company of any contract, agreement or commitment of Company (including but not limited to the Contracts) that occurred (or arose from facts occurring) prior to the Closing. All liabilities, debts and obligations of Company not expressly assumed by Buyer hereunder in this Section 3.2 are herein hereinafter referred to as the “Excluded Liabilities”"EXCLUDED LIABILITIES".