Liabilities Excluded Clause Samples

Liabilities Excluded. In addition to the liabilities set forth in paragraphs 2(a), 2(b), 2(c) 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. 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 specifically set forth herein. 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 Transfer Date are and shall remain the sole obligation and responsibility of Seller.

Liabilities Excluded. Unless expressly assumed by the Purchaser -------------------- pursuant to this Agreement, the Purchaser shall neither assume nor be liable for, and the Seller 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 Interestholders, 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 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. The parties agree, understand and acknowledge that this is an asset purchase and Buyer is not assuming any liabilities of any nature whatsoever of Seller, except as specifically set forth herein. Except for those liabilities being assumed by Buyer as set forth herein, Seller shall remain solely responsible and liable for any and all liabilities of the Business up to and including the Closing Date. All the assets conveyed hereunder and the Business as of the Closing Date as well as the liabilities assumed by Buyer as set forth herein, and all receivables and payables, and liabilities of any nature whatsoever created or arising from the ownership and operation of the Business by Buyer subsequent to the Closing Date shall be the sole property, liability and responsibility of Buyer. Buyer is not assuming any liability of Seller related to Seller's sale of products prior to the Closing Date, including but not limited to warranty work or claims or product liability of any nature said liabilities being the sole responsibility of the Seller hereunder. Buyer is not a successor in interest of Seller. At the Closing, Buyer shall assume and become responsible to pay, perform and discharge to the extent the same have not been paid, performed or discharged by Seller prior to the Closing only the following debts, obligations and liabilities of Seller and no others: 1. The amount of customer deposits for goods to be shipped subsequent to the Closing Date which customer deposits are listed on Schedule I.C.1 and for which Buyer receives a purchase price reduction as provided herein; 2. The duties and obligations arising subsequent to the Closing Date pursuant to the contracts, leases and other items listed on Schedule I.A.3; 3. The amount of customer credits to the accounts receivable balances as reflected on Seller's aged accounts receivable as of the Closing Date and which are netted to arrive at the total Accounts Receivable balance hereunder.

Liabilities Excluded. Except as otherwise provided in this Article IX, it is expressly agreed that the Purchaser shall not be responsible for, and the Assumed Liabilities shall not include, any obligation, duty or liability with respect to any Benefit Arrangements or Employee Benefit Plans, practices, policies or arrangements of the Seller under which benefits (including, without limitation, any pension benefits) were provided to Employees during the period prior to the Closing.

Liabilities Excluded. 6 1.5 Escrow Deposit; Consideration for Sale and Transfer............... 6 1.6