Common use of Liabilities Not Assumed by the Buyers Clause in Contracts

Liabilities Not Assumed by the Buyers. The Buyers shall not assume, or in any way be liable or responsible for any of the liabilities of the Sellers, the Sellers’ Guarantors or their Affiliates set forth in this Section 1.4 (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the term Assumed Liabilities does not include Excluded Liabilities. (a) any liability or obligation of the Sellers, the Sellers’ Guarantors and their Affiliates arising out of or in connection with the negotiation and preparation of this Agreement or any of the other Transaction Documents or the consummation and performance of the transactions contemplated hereby and thereby, including the Seller Transaction Liabilities; (b) (i) any liability, obligation or expense of any kind or nature relating to Taxes owed by the Sellers or any of their Affiliates whether or not related to the Business for any period, (ii) with respect to the Purchased Assets, any liability, obligation or expense of any kind or nature relating to Taxes for any period ending on or prior to the Closing Date (determined in accordance with Section 4.14), and (iii) Sellers’ share of Taxes described in Section 4.13; (c) any liabilities of the Sellers or their Affiliates relating to any Retained Employee Liability; (d) any liability related to the Excluded Assets; (e) any liability unrelated to the Business, including liabilities of the Excluded Businesses; (f) any liability or obligation of the Sellers or their Affiliates with respect to any Indebtedness (including any Intracompany Payables), including any accrued interest, fees and any penalties thereon; (g) any liability or obligation of the Sellers or their Affiliates arising out of or relating to any outstanding product liability claims set forth on Schedule 2.24; (h) any liability of the Sellers or their Affiliates arising out of or relating to the breach of customer data that occurred on or around December 1, 2013; (i) any liability or obligation of Sellers or their Affiliates arising out of or relating to Environmental Claims at any real properties other than the Conveyed Leases Premises; (j) any liability with respect to the discharge of any Permitted Lien that does not arise out of any Assumed Liabilities; (k) any liability of the Sellers or their Affiliates related to the product recall of lacrosse helmets announced by Sellers prior to the date hereof as further described on Schedule 2.28; and (l) any liability under the Asset Purchase Agreement, dated January 8, 2010, by and among ▇▇▇▇▇▇-▇▇▇▇ Sports, Inc., Talon Lacrosse, LLC, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇ (as amended on April 12, 2011, the “Talon Purchase Agreement”) in respect of any contingent purchase price or earn-out payments due thereunder.

Liabilities Not Assumed by the Buyers. The Buyers shall not assume, or in any way be liable or responsible for any of the liabilities of the Sellers, the Sellers’ Guarantors or their Affiliates set forth in this Section 1.4 (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the term Assumed Liabilities does not include Excluded Liabilities. (a) any liability or obligation of the Sellers, the Sellers’ Guarantors and their Affiliates arising out of or in connection with the negotiation and preparation of this Agreement or any of the other Transaction Documents or the consummation and performance of the transactions contemplated hereby and thereby, including the Seller Transaction Liabilities; (b) (i) any liability, obligation or expense of any kind or nature relating to Taxes owed by the Sellers or any of their Affiliates whether or not related to the Business for any period, (ii) with respect to the Purchased Assets, any liability, obligation or expense of any kind or nature relating to Taxes for any period ending on or prior to the Closing Date (determined in accordance with Section 4.14), and (iii) Sellers’ share of Taxes described in Section 4.13; (c) any liabilities of the Sellers or their Affiliates relating to any Retained Employee Liability; (d) any liability related to the Excluded Assets; (e) any liability unrelated to the Business, including liabilities of the Excluded Businesses; (f) any liability or obligation of the Sellers or their Affiliates with respect to any Indebtedness (including any Intracompany Payables), including any accrued interest, fees and any penalties thereon; (g) any liability or obligation of the Sellers or their Affiliates arising out of or relating to any outstanding product liability claims set forth on Schedule 2.24; (h) any liability of the Sellers or their Affiliates arising out of or relating to the breach of customer data that occurred on or around December 1, 2013; (i) any liability or obligation of Sellers or their Affiliates arising out of or relating to Environmental Claims at any real properties other than the Conveyed Leases Premises; (j) any liability with respect to the discharge of any Permitted Lien that does not arise out of any Assumed Liabilities; (k) any liability of the Sellers or their Affiliates related to the product recall of lacrosse helmets announced by Sellers prior to the date hereof as further described on Schedule 2.28; and (l) any liability under the Asset Purchase Agreement, dated January 8, 2010, by and among ▇E▇▇▇▇▇-▇▇▇▇ Sports, Inc., Talon Lacrosse, LLC, ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇C▇▇▇▇▇▇▇ ▇. ▇▇▇ and ▇B▇▇▇▇▇▇ ▇. ▇▇▇ (as amended on April 12, 2011, the “Talon Purchase Agreement”) in respect of any contingent purchase price or earn-out payments due thereunder.