Common use of Excluded Liabilities and Obligations Clause in Contracts

Excluded Liabilities and Obligations. Except as expressly set forth in Section 1.3 above, Buyer shall not assume and shall not be liable or responsible for any debt, obligation or liability of the Business, Seller or any Affiliate of Seller, or any claim against any of the foregoing, of any kind, whether known or unknown, fixed, contingent, absolute or otherwise (the "Excluded Liabilities and Obligations"). After the Closing, Seller shall discharge and satisfy in full when due all Excluded Liabilities and Obligations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Source Energy Corp /Ut/)

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Excluded Liabilities and Obligations. Except as expressly set forth in Section 1.3 above, Buyer shall does not assume and shall not be liable or responsible for any debt, obligation obligation, claim, responsibility, liability or liability expense (including court costs and reasonable attorneys’ fees) arising in, out of or with respect to the BusinessBusiness or Seller which is not specifically defined in the Assumed Liabilities in the foregoing Section 1.4 and whether arising prior to, Seller on or any Affiliate of Sellerafter the Closing Date (the “Excluded Liabilities”). Notwithstanding Section 1.4, or any claim against any without limiting the generality of the foregoing, of any kind, whether known or unknown, fixed, contingent, absolute or otherwise (the "Excluded Liabilities and Obligations"). After the Closing, Seller shall discharge and satisfy in full when due all Excluded Liabilities and Obligations.include:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Standex International Corp/De/)

Excluded Liabilities and Obligations. Except as expressly set forth in Section 1.3 aboveOther than the Assumed Contracts, Buyer shall not assume and shall not be liable or responsible for any debt, obligation or liability of the Business, Business or Seller or related to the Purchased Assets, to the extent existing at or related to any Affiliate of Seller, or any claim against any of period ending prior to the foregoing, of any kind, whether known or unknown, fixed, contingent, absolute or otherwise (the "Excluded Liabilities and Obligations"). After the Closing, Seller shall discharge and satisfy in full when due all Excluded Liabilities and ObligationsClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sito Mobile, Ltd.)

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Excluded Liabilities and Obligations. Except as expressly set forth in Section 1.3 above, Buyer shall does not assume and shall not be liable or responsible for any debt, obligation obligation, claim, responsibility, liability or liability expense (including court costs and reasonable attorneys' fees) arising in, out of or with respect to the BusinessBusiness or Seller which is not specifically defined in the Assumed Liabilities in the foregoing Section 1.4 and whether arising prior to, Seller on or any Affiliate of Sellerafter the Effective Time (the "Excluded Liabilities"). Notwithstanding Section 1.4, or any claim against any without limiting the generality of the foregoing, of any kind, whether known or unknown, fixed, contingent, absolute or otherwise (the "Excluded Liabilities and Obligations"). After the Closing, Seller shall discharge and satisfy in full when due all Excluded Liabilities and Obligations.include:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Standex International Corp/De/)

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