All Other Liabilities Excluded Sample Clauses

All Other Liabilities Excluded. Notwithstanding the foregoing, Sellers agree that Buyer is not assuming any other liability of Sellers or any affiliate of Sellers, whether known, unknown, matured or contingent, including, without limitation, the following liabilities and obligations of Sellers (collectively, the "Excluded Liabilities"): (a) any liability or obligation of the Sellers to Shareholder or any of its subsidiaries or affiliates; (b) any current or long-term liability or obligation of the Sellers with respect to indebtedness for borrowed monies, including any bank debt or notes payable; (c) any liability or obligation of the Sellers for any Federal, state, local or other taxes, including, without limitation, income, sales, use, franchise, property, payroll or other taxes or for any penalties or interest with respect to any of the foregoing, relating to periods prior to the Closing Date, except to the extent of any payments required to extinguish the remaining open liabilities as properly accrued on the Closing Balance Sheet; (d) except to the extent of any payments required to extinguish the remaining open liabilities as properly accrued on the Closing Balance Sheet, any liabilities or obligations with respect to any pension, profit sharing, health and welfare, medical insurance or other employee benefit plan or fringe benefit arrangement ("Benefit Plans") established, participated in, or maintained by Sellers or any affiliate of Sellers for Sellers' current or former employees, including without limitation any "frozen" pension plan, whether or not any such Benefit Plans relate to employees who may be employed by Buyer following consummation of the transactions contemplated hereby, provided, that in no event shall any Benefit Plan that Buyer elects to continue constitute an Excluded Liability; (e) all debts, liabilities and obligations of Sellers for or with respect to any labor contract (union or otherwise) to which a Seller is a party or by which a Seller is bound; (f) any liabilities of Intellicard for any contractual product warranty claim with respect to any product sold or manufactured by Intellicard prior to the Closing Date ("Intellicard Warranty Claims"), subject to Section 6.9; (g) any liabilities for personal injury or property damage of third parties arising from events occurring prior to the Closing; (h) any liabilities for product liability claims (other than contractual warranties) with respect to products sold by Sellers prior to the Closing Date; (i) COBRA and s...

All Other Liabilities Excluded. Buyer will have no responsibility for, and Seller agrees to indemnify and hold Buyer harmless, in accordance with the indemnification provisions of Article IX, from, any Liabilities and Obligations of Seller of any nature whatsoever which are not specifically included in the Assumed Liabilities, whether now existing or hereafter arising, and whether known or unknown to Buyer or Seller, including without limitation (i) all indebtedness for borrowed money; (ii) all accounts payable determined in accordance with GAAP; (iii) all product liability claims and warranty claims (except that Buyer shall be obligated as provided in Section 6.7 to provide warranty and customer support services) related to or arising out of Seller's products that are shipped prior to or on the Closing Date; (iv) environmental liabilities asserted against Buyer and arising out of actions or operations of Seller prior to the Closing Date; and (v) except to the extent specifically included in the Assumed Liabilities, all present and future Liabilities and Obligations owed by Seller to its Power General Business employees, whether or not arising in the ordinary course of business, pursuant to such employees' employment by Seller, including, but not limited to any accrued payroll, annual leave, benefit plan contributions, accrued vacation pay, severance or termination payments, unpaid wages, including such liabilities as are incurred through the Closing Date.