Common use of Excluded Liabilities and Obligations Clause in Contracts

Excluded Liabilities and Obligations. (A) Except as expressly set forth in Section 3.3 above, the ----------- Purchase shall not assume and shall not be liable or responsible for any debt, obligation or liability of the Business or the Seller, or any claim against any of the foregoing parties, of any kind, whether known or unknown, contingent, absolute or otherwise. (B) Except for the Assumed Liabilities and Obligations expressly provided for in Section 3.4 hereof, the Seller and the Members shall jointly and ----------- severally forever defend, indemnify and hold harmless the Purchaser from and against any and all liabilities, obligations, losses, claims, damages (including incidentals and consequential damages), costs and expenses (including court costs and reasonable attorney's fees) related to or arising from the Business prior to the Closing Date.

Excluded Liabilities and Obligations. (Aa) Except as expressly set forth in Section 3.3 above, the ----------- Purchase Purchaser shall not assume and shall not be liable or responsible for any debt, obligation or liability of the Business Business, the Seller, Shareholder or any other Affiliate of the Seller, or any claim against any of the foregoing parties, of any kind, whether known or unknown, contingent, absolute or otherwise. (Bb) Except for the Assumed Liabilities and Obligations expressly provided for in Section 3.4 3.3 hereof, the Seller and the Members Shareholder shall jointly and ----------- severally forever defend, indemnify and hold harmless the Purchaser from and against any and all liabilities, obligations, losses, claims, damages (including incidentals and consequential damages), costs and expenses (including court costs and reasonable attorney's fees) related to or arising from the Business on or prior to the Closing Date.

Excluded Liabilities and Obligations. (Aa) Except as expressly set forth in Section 3.3 3.4 above, the ----------- Purchase Purchaser shall not assume and shall not be liable or responsible for any debt, obligation or liability of the Business Business, the Sellers, the Partners or any Affiliate of the SellerSellers, or any claim against any of the foregoing parties, of any kind, whether known or unknown, contingent, absolute or otherwise. (Bb) Except for the Assumed Liabilities and Obligations expressly provided for in Section 3.4 hereof, the Seller Sellers and the Members Partners shall jointly and ----------- severally forever defend, indemnify and hold harmless the Purchaser from and against any and all liabilities, obligations, losses, claims, damages (including incidentals and consequential damages), costs and expenses (including court costs and reasonable attorney's fees) related to or arising resulting from the Business prior to the Closing Date.