Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Except as expressly set forth above in Section 2.2, Buyer is not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:

Excluded Liabilities. Except as expressly set forth above Notwithstanding any provision in Section 2.2this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any liabilities other liability or obligations ofobligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature, whether presently in existence or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all arising hereafter. All such non-assumed other liabilities and obligations as shall be retained by and when the same become due remain obligations and payableliabilities of Seller. Without limiting the generality of the foregoingSpecifically, other than the Assumed Liabilities, in no event Buyer shall Buyer not assume or incur be liable for any liability or obligation under Section 2.2 or Section 2.3 or otherwise of Seller in respect of any of the followingof:

Excluded Liabilities. Except as expressly set forth above in Section 2.2, Buyer is shall not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur be obligated to pay, perform or otherwise discharge any liability or obligation under Section 2.2 of the Sellers, direct or Section 2.3 indirect, known or otherwise in respect of unknown, absolute or contingent, whether or not relating to or arising from the Purchased Assets or any of rights transferred by the Sellers to Buyer pursuant to the provisions hereof, (all such liabilities or obligations not being assumed being herein called the "Excluded Liabilities") including, but not limited to, the following:

Excluded Liabilities. Except as otherwise expressly set forth above provided in Section 2.23.1, Buyer is Purchaser does not assuming assume and shall not be liable for any of the liabilities or obligations ofof Seller, or related toincluding, without limitation, Seller's liabilities or obligations which are known or unknown, the Assets fixed or the Businesscontingent, and Seller agrees to pay and discharge all such non-assumed now existing or hereafter arising (which liabilities and obligations not assumed by Purchaser are hereinafter referred to as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed "Excluded Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:").

Excluded Liabilities. Except as expressly set forth above in Notwithstanding the provisions of Section 2.22.3, Buyer is does not assuming any liabilities agree to assume, perform or obligations ofdischarge, indemnify Seller against, or related otherwise have any responsibility for, any Liabilities of Seller other than the Assumed Liabilities, whether arising prior to, Seller, on or after the Assets or Closing (which such Liabilities shall be collectively referred to herein as the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable“Excluded Liabilities”). Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event Excluded Liabilities shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the followinginclude:

Excluded Liabilities. Except as expressly set forth above Notwithstanding any provision in Section 2.2this Agreement or any other writing to the contrary, Buyer is not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 of Seller (or Section 2.3 any predecessor of Seller or otherwise any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in respect existence or arising hereafter (“Excluded Liabilities”), all of any which shall be retained by and remain obligations and liabilities of Seller. For the followingavoidance of doubt, Excluded Liabilities include:

Excluded Liabilities. Except as expressly set forth above for the Assumed Liabilities specified in Section 2.2, Buyer is not assuming any liabilities 2.3 hereof or obligations of, or related to, Selleras otherwise specified in this Agreement, the Assets Purchaser shall neither assume nor have any liability for any, and the Seller shall remain fully liable for, and shall pay, perform and discharge, all Liabilities of the Seller or the Business arising out of any act or omission occurring or state of facts existing prior to and, to the extent not related to the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when at or after the same become due and payable. Without limiting First Closing (collectively, the generality of the foregoing, other than the Assumed “Excluded Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:”).

Excluded Liabilities. Except Other than as expressly set forth above specifically listed in Section 2.22.03 above, Buyer is shall not assuming assume any liabilities Liability whatsoever of Sellers, whether or obligations of, not arising from or related to, Seller, to the Assets Business or the BusinessPurchased Assets (the “Excluded Liabilities”), and Seller agrees to pay Sellers shall pay, perform and discharge all such non-assumed liabilities and obligations discharge, as and when the same become due and payabledue, each such Excluded Liability. Without limiting the generality of the foregoing, other than the Assumed LiabilitiesExcluded Liabilities shall include, in and under no event circumstances shall Buyer be deemed to assume any Liability arising out of or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the followingrelating to:

Excluded Liabilities. Except as The Seller and the Buyer expressly set forth above in Section 2.2, Buyer is not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, understand and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoingagree that, other than the Assumed Liabilities, in no event Buyer shall Buyer assume not assume, pay, perform or incur discharge or become liable for any liability and all obligations, commitments or obligation under Section 2.2 liabilities of any and every nature whatsoever of the Seller including (without limitation) all obligations, commitments or Section 2.3 liabilities (whether recourse or non-recourse to the Seller) which relate to, are secured by or otherwise in respect of encumber any of the followingPurchased Assets, including, without limitation:

Excluded Liabilities. Except as expressly In furtherance of the agreement set forth above out in Section 2.22.3 and for the avoidance of doubt, Buyer is shall not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur be obligated to pay, perform or otherwise discharge any liability or obligation under Section 2.2 of Seller, direct or Section 2.3 indirect, known or otherwise in respect of any of unknown, absolute or contingent, (all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”) including without limitation, the following:

Excluded Liabilities. Except as expressly set forth above in Section 2.2, Buyer is not assuming any liabilities or obligations of, or related to, Seller, the Assets Assets, ERF Wireless, Inc., the Excluded Businesses or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:

Excluded Liabilities. Except as expressly specifically set forth above in Section 2.22.1 above, Buyer is not assuming any liabilities other liability or obligations ofobligation of Seller whatsoever, whether or related to, Seller, not any such liability or obligation pertains to the Assets Business or the BusinessPurchased Assets, and including any such liability or obligation arising under any contract of Seller agrees to pay and discharge (all such non-assumed liabilities and obligations as and when not specifically assumed by Buyer pursuant to the same become due and payableAgreement shall be the "Excluded Liabilities"). Without limiting the generality foregoing and notwithstanding the provisions of Section 2.1, Buyer is expressly not assuming the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the followingfollowing liabilities:

Excluded Liabilities. Except as expressly set forth above in Section 2.2, Buyer is not assuming any liabilities or obligations of, or related to, Seller, the Assets or the BusinessMarkets, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:

Excluded Liabilities. Except as expressly and to the extent specifically set forth above in Section 2.22.03, Buyer is not assuming any liabilities Liabilities of the Sellers. Any Liability or obligations of, or related to, Seller, the Assets or the Businessportion thereof which is not specifically assumed by Buyer hereunder is referred to as an “Excluded Liability”. Without limitation, and Seller agrees notwithstanding the provisions of Section 2.03, Buyer is not assuming, and the Sellers shall not be deemed to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 have assigned or otherwise in respect of transferred to Buyer, any of the followingfollowing Liabilities of the Sellers:

Excluded Liabilities. Except as expressly set forth above in Section 2.22.2(a), Buyer is does not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer will not assume or incur any liability or obligation of any kind of Sellers or any of their Affiliates, or any obligation relating to the Business, the use of the Purchased Assets, or the performance by Sellers under Section 2.2 any Contracts, whether absolute or Section 2.3 contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise in respect of any of (collectively, the "Excluded Liabilities"), including, without limitation, the following:

Excluded Liabilities. Except as only with respect to the Assumed Liabilities expressly set forth above in assumed pursuant to Section 2.22.1, Buyer is shall not assuming any liabilities be obligated to directly or obligations ofindirectly pay, perform, or related todischarge any claims, obligations, or liabilities of any Seller, the Assets or the Businessincluding, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoingwithout limitation, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:

Excluded Liabilities. Except as expressly set forth above in Section 2.22.3 above, the Buyer is not assuming or agreeing to pay, perform or discharge any liabilities or obligations of, or related to, of the Seller, including but not limited to any liabilities with respect to the Assets or Excluded Assets, the Business, Excluded Business and Seller agrees to pay and discharge all such non-assumed the following liabilities and obligations as and when (the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed "Excluded Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:"):

Excluded Liabilities. Except as expressly set forth above in Section 2.2, Buyer is expressly not assuming purchasing and shall not assume and shall not be responsible to pay, perform or discharge any liabilities disclosed or obligations ofundisclosed Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever. Upon acceptance of this Agreement, or related Seller acknowledges that it retains all Excluded Liabilities and no successor liability shall inure to Buyer. The Excluded Liabilities shall include, but not be limited to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:

Excluded Liabilities. Except as expressly set forth above Notwithstanding anything to the contrary in this Agreement, Buyer is assuming only the Assumed Liabilities specified in Section 2.22.3(a), and Buyer is not assuming any liabilities or obligations of, or related to, Sellerresulting from or arising out of the ownership, use of the Purchased Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality operation of the foregoing, Business prior to the Closing or any other liabilities or obligations of the Seller or any of its Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect including by way of any of example only, the followingfollowing liabilities and obligations:

Excluded Liabilities. Except as expressly and to the extent specifically set forth above in under Section 2.21.3, Buyer Purchaser is not assuming assuming, or agreeing to otherwise become liable for any liabilities debts, liabilities, claims, lawsuits, or obligations of, or related to, Seller, of any nature of Seller (the Assets or the Business“Excluded Liabilities”). Seller hereby agrees to be responsible for all Excluded Liabilities, and Seller agrees pursuant and subject to pay and discharge Article VIII, to indemnify Purchaser from all such non-assumed liabilities and obligations as and when the same become due and payableExcluded Liabilities. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event The Excluded Liabilities shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the followinginclude without limitation:

Excluded Liabilities. Except as expressly and to the extent specifically set forth above in under Section 2.22.1 above, Buyer is not assuming assuming, or agreeing to otherwise become liable for any liabilities debts, liabilities, claims, lawsuits, or obligations of, or related to, Seller, of any nature of Seller (the Assets or the Business"Excluded Liabilities"). Seller hereby agrees to be responsible for all Excluded Liabilities, and Seller agrees pursuant to pay and discharge Article 9 below, indemnify Buyer from all such non-assumed liabilities and obligations as and when the same become due and payableExcluded Liabilities. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event The Excluded Liabilities shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the followinginclude without limitation:

Excluded Liabilities. Except as expressly set forth above in Notwithstanding the provisions of Section 2.22.3, Buyer is does not assuming any liabilities agree to assume, perform or obligations ofdischarge, indemnify Seller against, or related otherwise have any responsibility for, any Liabilities of Seller other than the Assumed Liabilities, whether arising prior to, Seller, on or after the Assets or Closing (which Liabilities shall be collectively referred to herein as the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable“Excluded Liabilities”). Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event Excluded Liabilities shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the followinginclude:

Excluded Liabilities. Except as expressly set forth above in Notwithstanding the provisions of Section 2.2, Buyer is not assuming 2(c) or any liabilities other provision hereof or obligations of, any Schedule or related to, Seller, the Assets or the Business, Exhibit hereto and Seller agrees regardless of any disclosure to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoingBuyer, other than the Assumed LiabilitiesLiabilities or as expressly provided herein, in no event Buyer shall Buyer not assume or incur any liability be obligated or obligation under Section 2.2 or Section 2.3 be responsible to pay, perform, satisfy or otherwise in respect discharge any Liabilities of any of Seller whatsoever (collectively, the following:"Excluded Liabilities").

Excluded Liabilities. Except as expressly set forth above in Section 2.2, Buyer is not assuming any liabilities or obligations of, or related to, Seller, the Assets Assets, X-Wires or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:

Excluded Liabilities. Except as expressly set forth above in Section 2.2, Buyer is not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other Other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the followingliability not specifically assumed:

Excluded Liabilities. Except as expressly to the extent specifically set forth above in Section 2.22.2 above, Buyer is not assuming any Purchaser shall assume no liabilities or obligations ofof Seller, whether absolute, contingent, known or unknown, determinable or not determinable or otherwise, or related to, Seller, whether relating to the Purchased Assets or the BusinessBusiness or otherwise, and Seller agrees to pay and discharge shall retain all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoingobligations, other than the Assumed Liabilitiesincluding, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of without limitation, the following:

Excluded Liabilities. Except as expressly set forth above in Section 2.22.2(g) hereof, Buyer is shall not assuming any liabilities or obligations of, or related to, Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of be liable for any of the following:debts, obligations, or liabilities of Seller of any nature whatsoever, regardless of whether or not such debts, obligations, or

Excluded Liabilities. Except as expressly set forth above in Buyer will not assume or have any obligations with respect to any other Liabilities or obligations of the Seller not specifically assumed pursuant to Section 2.22.1 and Section 2.2 Without limiting the foregoing, Buyer is will not assuming any liabilities assume or obligations of, become liable or related to, Seller, otherwise obligated for the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed following liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed (“Excluded Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following:”):

Excluded Liabilities. Except as expressly and to the extent specifically set forth above in Section 2.21.3, Buyer is not assuming any liability or obligation of Seller. Without limitation, and notwithstanding the provisions of Section 1.3, Buyer is not assuming, and Seller shall not be deemed to have assigned or otherwise transferred to Buyer, any of the following liabilities or obligations of, or related to, of Seller, the Assets or the Business, and Seller agrees to pay and discharge all such non-assumed liabilities and obligations as and when the same become due and payable. Without limiting the generality of the foregoing, other than the Assumed Liabilities, in no event shall Buyer assume or incur any liability or obligation under Section 2.2 or Section 2.3 or otherwise in respect of any of the following: