Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Except for the Assumed Liabilities, Buyers shall not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liability or obligation of Seller, direct or indirect, known or unknown, absolute or contingent, other than the Assumed Liabilities, Buyers shall not assume and under no circumstances shall Buyers which are to be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect expressly assumed by Buyer pursuant to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise Instrument of Assignment and Assumption (collectivelyall such liabilities and obligations not being assumed herein, the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitation, none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers Buyer be obligated to pay or assume, and none of neither the Assets nor any other assets of Buyers Buyer shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the FacilitiesSellers, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers the Sellers, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded whether or unrecordednot relating to or arising from the Purchased Assets or any rights transferred by the Sellers to Buyer pursuant to the provisions hereof, currently existing (all such liabilities or hereafter arising or otherwise (collectivelyobligations not being assumed being herein called the "Excluded Liabilities") including, but not limited to, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for Purchaser shall not assume or be obligated to pay, perform or otherwise discharge any liabilities or obligations of Seller other than the Assumed Liabilities, Buyers shall not assume . All obligations and under no circumstances shall Buyers be obligated liabilities of Seller other than the Assumed Liabilities are referred to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, herein as the “Excluded Liabilities”), includingall of which Excluded Liabilities shall remain the sole responsibility of Seller. The Excluded Liabilities include, without limitation, the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assumeotherwise discharge any liability or obligation of Seller, not expressly assumed by Buyer pursuant to the assumption agreement (all such liabilities and obligations not being assumed herein are referred to herein as the "Excluded Liabilities"). Notwithstanding anything to the contrary herein, none of the assets of Buyers following shall be or become liable Assumed Liabilities for or subject to any liability, indebtedness, commitment, or obligation purposes of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitiesthis Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers any Seller, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not expressly assumed by Buyer pursuant to the Instrument of Assumption (collectively, all such liabilities and obligations not being assumed being herein called the “"Excluded Liabilities”)") and, includingnotwithstanding anything to the contrary in SECTION 2.3, without limitation, none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary contained in this Agreement or otherwise, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers Sellers, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not expressly assumed by Buyer pursuant to Section 2.3 (collectively, all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”). Without limiting the generality of the foregoing, including, without limitation, all of the following shall be Excluded LiabilitiesLiabilities for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers Sellers, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not expressly assumed by Buyer pursuant to the Instrument of Assumption (collectively, all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitation, none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers Seller, Parent or their Affiliatesany Shareholder, direct or with respect to the Facilitiesindirect, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not expressly assumed by Buyer pursuant to the Instrument of Assumption (collectively, all such liabilities and obligations not being assumed being herein called the “"Excluded Liabilities”)") and, includingnotwithstanding anything to the contrary in Section 2.3, without limitation, none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers any Seller, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not expressly assumed by Buyer pursuant to the Instrument of Assumption (collectively, all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”), including, without limitation, ) and none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers or any of their Affiliates, direct or with respect to the Facilitiesindirect, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise that are not expressly assumed by Buyer pursuant to the Instrument of Assumption (collectively, all such liabilities and obligations not being assumed being herein called the “"Excluded Liabilities”"), including, without limitation, the following Excluded Liabilities:.

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be otherwise assume or become liable for discharge any liabilities or subject to any liability, indebtedness, commitment, or obligation obligations of Sellers or any of their Affiliates, whether direct or with respect to the Facilitiesindirect, whether known or unknown, fixed or absolute or contingent, recorded or unrecordedexcept for the Assumed Liabilities (all of such liabilities and obligations not so assumed being referred to herein as the "Excluded Liabilities"), currently existing or hereafter arising or otherwise (collectivelyand, notwithstanding the provisions of Section 2.4, the “Buyer shall not assume (and each shall be deemed to be an Excluded Liabilities”), including, without limitation, Liability) any liabilities or obligations in respect of the following Excluded Liabilities:Assets.

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers Seller or their AffiliatesSeller Subsidiary, direct or with respect to the Facilitiesindirect, whether known or unknown, fixed absolute or contingent, recorded not expressly assumed by Buyer pursuant to the Instrument of Assumption or unrecorded, currently existing expressly assumed by Buyer after the date hereof (all such liabilities and obligations not being assumed being herein or hereafter arising or otherwise (collectively, subsequently called the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitation, none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers Seller, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not specifically and expressly assumed by Buyer pursuant to the Instrument of Assumption (collectively, all such liabilities and obligations not being specifically and expressly assumed being herein called the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitationfor the avoidance of doubt, none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers the Companies, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecordednot expressly assumed by Buyer pursuant to the Assumption Agreement (all such liabilities and obligations not being assumed being herein called the "EXCLUDED LIABILITIES") and, currently existing or hereafter arising or otherwise (collectivelynotwithstanding anything to the contrary in Section 1.3, the “Excluded Liabilities”), including, without limitation, none of the following Excluded Liabilitiesshall be "ASSUMED LIABILITIES" for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform, or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers NCLLC, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not expressly assumed by Buyer (collectively, all such liabilities and obligations not being assumed are herein referred to as the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 1.3, without limitation, none of the following Excluded shall be “Assumed Liabilities” for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers Sellers, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not expressly assumed by Buyer pursuant to the Assumption Agreement (collectively, all such liabilities and obligations not being assumed being herein called the “"Excluded Liabilities”)") and all Excluded Liabilities shall remain the obligations of Sellers. Notwithstanding anything to the contrary in Section 2.3, including, without limitation, Excluded Liabilities shall include the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay -------------------- pay, perform or assumeotherwise discharge any liability or obligation of Seller or Parent, direct or indirect, known or unknown, absolute or contingent, not expressly and specifically assumed by Buyer as an Assumed Liability (all such liabilities and obligations not being assumed being herein called the "Excluded -------- Liabilities") and none of the assets of Buyers following shall be or become liable Assumed Liabilities for or subject to any liability, indebtedness, commitment, or obligation ----------- purposes of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitiesthis Agreement:

Excluded Liabilities. Except for the Assumed Liabilitiesliabilities and obligations expressly assumed by Buyer in Section 2.1, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay responsible for any liabilities or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation obligations of Sellers or their Affiliatesany predecessor of Sellers, or with respect to the Facilitiesregardless of nature, whether accrued, unaccrued, absolute, contingent, known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise unknown (collectively, the “Excluded Liabilities”), including) and those Excluded Liabilities shall remain the sole obligation and responsibility of Sellers. The Excluded Liabilities shall include, without limitation, the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers either Seller, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not expressly assumed by Buyer pursuant to the Instrument of Assumption (collectively, all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitation, none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers Seller, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded not expressly assumed by Buyer pursuant to the Instrument of Assumption or unrecorded, currently existing or hereafter arising or otherwise Section 9.13(b) (collectively, all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitation, none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for the Assumed LiabilitiesLiabilities which shall be assumed by Buyer in Section 1.3 above, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any other liability, indebtednessobligation or commitment of Seller, commitmentdirect or indirect, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed absolute or contingentcontingent whenever arising, recorded and, by way of illustration but not limitation, for any of the following liabilities, obligations or unrecorded, currently existing or hereafter arising or otherwise commitments of Seller (collectively, the “"Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:"):

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in Section 2.3 and subject to Section 4.5, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assumeotherwise discharge any liability or obligation of Parent or any of its Affiliates including MedSurg, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to the Instrument of Assumption (all such liabilities and obligations not being assumed being herein called the "Excluded Liabilities") and none of the assets of Buyers following shall be or become liable Assumed Liabilities for or subject to any liability, indebtedness, commitment, or obligation purposes of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitiesthis Agreement:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Purchaser shall not assume and under no circumstances shall Buyers not be obligated to pay assume or assumebe obliged to pay, perform or otherwise discharge any Liability, Indebtedness, Liens, Claims and Encumbrances or other obligation of Sellers, and none of the assets of Buyers Sellers shall be or become solely and exclusively liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to all Liabilities, Liens, Claims, and Encumbrances or other obligation of Sellers, other than the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:. Purchaser shall not assume any Liabilities with respect to any Contract that is not an Assumed Contract.

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers Seller, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded not expressly assumed by Buyer pursuant to Section 1.3 or unrecorded, currently existing or hereafter arising or otherwise the Instrument of Assumption (collectively, all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”), ) including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers or any of their Affiliates, direct or with respect to the Facilitiesindirect, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise that are not expressly assumed by Buyer pursuant to the Instrument of Assumption (collectively, all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:.

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be or become liable for or subject to otherwise discharge any liability, indebtedness, commitment, liability or obligation of Sellers Seller, direct or their Affiliatesindirect, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise not expressly assumed by Buyer pursuant to the Assumption Agreement (collectively, all such liabilities and obligations not being assumed being herein called the “"Excluded Liabilities”)") and, includingnotwithstanding anything to the contrary in Section 2.3, without limitation, none of the following Excluded shall be "Assumed Liabilities" for purposes of this Agreement: