6Excluded Liabilities Clause Samples
The 'Excluded Liabilities' clause defines which liabilities are not being assumed by the buyer in a transaction. Typically, this clause lists specific debts, obligations, or claims that will remain the responsibility of the seller, such as pre-existing lawsuits, tax liabilities, or employee claims arising before the closing date. By clearly outlining these exclusions, the clause ensures that the buyer is protected from unexpected or undesired obligations, thereby allocating risk and preventing future disputes over responsibility for certain liabilities.
6Excluded Liabilities. Notwithstanding the foregoing, the parties expressly acknowledge and agree that the Operating Partnership shall not assume or agree to pay, perform or otherwise discharge any liabilities, obligations or other expenses of either the Contributor (or acquire the Property subject thereto) other than those assumed pursuant to the Contribution and Assumption Agreement and the Assumed Liabilities (the “Excluded Liabilities”), and such Excluded Liabilities shall not be contributed, transferred, assigned, conveyed or delivered to the Operating Partnership pursuant to this Agreement or any other means, and the Operating Partnership shall not have any obligations with respect thereto.
6Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities, debt, responsibility, claim or other obligations of the Sellers, whether known or unknown, contingent or absolute (including, without limitation, those related to the Business), of any kind, character or description whatsoever (collectively, “Excluded Liabilities”).
6Excluded Liabilities. Notwithstanding anything to the contrary contained herein, the Assumed Liabilities will not include, and in no event will TriSalus assume, be required to pay, perform, or discharge any Liabilities, including the Excluded Liabilities, other than the Assumed Liabilities.