Common use of Exclusion of Liabilities Clause in Contracts

Exclusion of Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement or by virtue of Buyer’s acquisition of the Partnership Interests, Buyer shall not assume, and shall not be liable or responsible for, the following Liabilities (“Excluded Liabilities”): (i) except as specifically listed in Section 2.1(a), all Liabilities relating to any of the Purchased Assets accruing, arising out of, or relating to events or occurrences happening prior to the Closing, including all obligations and burdens arising in respect of any Assumed Contracts; (ii) any Liability of the Partnership arising out of or relating to the employment of the Reserved Employees from and after the Closing; (iii) except as provided in Sections 4.1(a) and 8.9, any Liability for Taxes for a Pre-Closing Tax Period attributable to, arising out of, relating to the ownership of, or imposed upon the Purchased Assets; (iv) any Liability of the Partnership that relates to any Excluded Asset; (v) any Environmental Liability of the Partnership arising out of, or relating to, events or occurrences happening prior to the Closing; (vi) any Liability of the Partnership for expenses incurred prior to the Closing in connection with this Agreement and the transactions contemplated hereby; (vii) except as provided in Section 8.4, any Liability of the Partnership arising out of any Partnership Benefit Plans or any Contract of insurance for employee group medical, dental or life insurance plans, in each case, prior to the Closing; and (viii) except as provided in Section 8.4, all Liabilities of the Management Company arising out of or relating to, directly or indirectly, the termination of the Property Employees pursuant to Section 8.4, including all wages, bonuses, vacation pay, sick pay, benefit payments, payments due under employment contracts, and other payments due and owing to such employees through the date of their termination, payroll taxes or other costs of termination. (b) Notwithstanding anything to the contrary contained in this Agreement, prior to, or concurrently with, the Closing, the Partnership shall assign to Sellers (or their designees), and Sellers (or their designees) shall assume, satisfy, perform, pay and discharge, the Excluded Liabilities.

Exclusion of Liabilities. Notwithstanding any other provisions in this Agreement, the Assignee shall not assume any Liabilities of the Assignor (a) Notwithstanding anything or any Affiliates of the Assignor), whether relating to the contrary contained in this Agreement or by virtue of Buyer’s acquisition of the Partnership Interests, Buyer shall not assume, and shall not be liable or responsible forContract, the following Business, the NASCAR Games, or otherwise, other than the Assumed Liabilities (all such Liabilities other than the Assumed Liabilities, collectively, the “Excluded Liabilities”):), which shall include, without limitation, the following specific Excluded Liabilities: (ia) except as specifically listed in Section 2.1(a), all Any Liabilities to the extent relating to any an Excluded Asset (as defined below). (b) Any Liabilities in respect of Taxes of the Purchased Assets accruingAssignor or of the Business (in respect of the period prior to and including the Closing Date) including, without limitation, (w) federal, state, provincial, local, foreign or other income or franchise Taxes arising from, relating to or attributable to the Contract in respect of the period prior to and including the Closing Date (x) any Taxes arising in connection with the transactions contemplated by this Agreement, (y) end-user Taxes or (z) any liabilities for Taxes arising as a result of the failure by Assignor or the Stockholders to issue any IRS Form 1099 to any relevant consultant, advisor or independent contractor or other person required to receive such form. (c) Any Liabilities to the extent resulting from, caused by or arising out of, directly or indirectly, actions pending on or prior to the Closing or facts or conditions to the extent existing on or prior to the Closing Date relating to events patent, trademark or occurrences happening copyright infringement or any other infringement of the Intellectual Property rights of any Person or violation of any Law or governmental order, including any royalties or minimum guarantees or any other consideration owed to NASCAR or any other third party, or customer and product support related to NASCAR Games. (d) Any legal, investment banking and other advisory costs and expenses incurred or accrued by or on behalf of the Assignor in connection with the transactions contemplated by this Agreement that are not paid by Assignor at or prior to the Closing. (e) Any employee Liabilities to the extent relating to present and past employees of Assignor with respect to plans, programs, policies, commitments, and other benefit entitlements established or existing on or prior to Closing (whether or not such Liabilities are accrued or payable at Closing, and whether or not such Liabilities are contingent in nature), including any Liability (i) for any accrued wages or salaries for periods prior to the Closing, including all obligations and burdens arising in respect of any Assumed Contracts; (ii) for severance or dismissal pay or otherwise in connection with any Liability termination of the Partnership arising out of or relating to the employment of the Reserved Employees from and after the Closing; (iii) except as provided in Sections 4.1(a) and 8.9, any Liability for Taxes for a Pre-Closing Tax Period attributable to, arising out of, relating to the ownership of, or imposed upon the Purchased Assets; (iv) any Liability of the Partnership that relates to any Excluded Asset; (v) any Environmental Liability of the Partnership arising out of, or relating to, events or occurrences happening by Assignor prior to the Closing; , (viiii) any Liability of the Partnership for expenses incurred accrued vacation or sick time accrued prior to the Closing in connection with this or (iv) relating to any employee plan. Assignment & Assumption Agreement and the transactions contemplated hereby;4 (viif) except as provided in Section 8.4, any Liability of the Partnership arising out of any Partnership Benefit Plans or any Contract of insurance for employee group medical, dental or life insurance plans, in each case, prior to the Closing; and (viii) except as provided in Section 8.4, all Any Liabilities of the Management Company arising out of or relating to, directly or indirectly, the termination of the Property Employees pursuant to Section 8.4, including all wages, bonuses, vacation pay, sick pay, benefit payments, payments due Assignor under employment contracts, and other payments due and owing to such employees through the date of their termination, payroll taxes or other costs of terminationthis Agreement. (bg) Notwithstanding anything Any Indebtedness of Assignor or its Affiliates, whether or not relating to the contrary contained in this AgreementBusiness. (h) Any Liabilities under any contract, prior to, or concurrently with, except under the Closing, the Partnership shall assign to Sellers (or their designees), Contract and Sellers (or their designees) shall assume, satisfy, perform, pay and discharge, the Excluded Liabilitiesonly as described herein.

Exclusion of Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement or by virtue of Buyer’s acquisition of the Partnership Interests, Buyer shall Intelect will not assume, and will not discharge or otherwise be liable for any debts, liabilities or obligations of ECS and Shauxxxxxx, xxd the Technology purchased shall not be liable or responsible forbecome obligated or subject to, any liability of ECS and Shauxxxxxx, xxether fixed or contingent, recorded or unrecorded, known or unknown (collectively "Excluded Liabilities"), and all Excluded Liabilities shall be and remain the sole responsibility of ECS and Shauxxxxxx xxxluding, without limitation, the following Liabilities (“Excluded Liabilities”):following: (ia) except as specifically listed in Section 2.1(a), all Liabilities relating to any The liabilities or obligations of the Purchased Assets accruing, arising out of, or relating to events or occurrences happening prior to the Closing, including all obligations ECS and burdens arising in respect of any Assumed Contracts; (ii) any Liability of the Partnership arising out of or relating to the employment of the Reserved Employees from and after the Closing; (iii) except as provided in Sections 4.1(a) and 8.9, any Liability for Taxes for a Pre-Closing Tax Period attributable to, arising out of, relating to the ownership of, or imposed upon the Purchased Assets; (iv) any Liability of the Partnership that relates to any Excluded Asset; (v) any Environmental Liability of the Partnership arising out of, or relating to, events or occurrences happening Shauxxxxxx xxx periods prior to the Closing; (vib) any Liability Federal, state or local tax liabilities or obligations of the Partnership for expenses incurred prior to the Closing in connection with this Agreement ECS and the transactions contemplated hereby; (vii) except as provided in Section 8.4Shauxxxxxx, xxcluding, without limitation, any Liability of the Partnership arising out of income tax, any Partnership Benefit Plans or tax recapture, and any Contract of insurance for employee group medicalFICA, dental or life insurance planswithholding tax, in each case, workers' compensation and any and all other taxes accrued prior to the Closing; and; (viiic) except as provided in Section 8.4, all Liabilities of the Management Company or obligations arising out of or relating in connection with claims for alleged acts or omissions including, but not limited to, directly misappropriation, relating to the ownership or indirectly, the termination operation of the Property Employees Technology which occurred on or prior to the Closing; (d) Any debt, obligation, expense or liability of ECS and Shauxxxxxx xxxsing out of or incurred in respect to any transaction of ECS and Shauxxxxxx xxxurring on or after the Closing or for any violation by ECS and Shauxxxxxx xx any laws, regulations or ordinances. Shauxxxxxx xxxl negotiate to settle all outstanding prior liabilities relating to the Technology and ECS. In addition to the consideration described below, Intelect will contribute a maximum of One Hundred and Fifty Thousand Dollars ($150,000.00) towards the settlement of these liabilities. Shauxxxxxx xxxeby acknowledges that the sum of $34,528.64 has been paid to satisfy the liabilities owed to Outsourceing Networking, Inc., which is to be credited to the amount of monies Intelect has offered to contribute pursuant to Section 8.4, including all wages, bonuses, vacation pay, sick pay, benefit payments, payments due under employment contracts, and other payments due and owing this Agreement to such employees through reduce the date of their termination, payroll taxes or other costs of terminationliabilities. (b) Notwithstanding anything to the contrary contained in this Agreement, prior to, or concurrently with, the Closing, the Partnership shall assign to Sellers (or their designees), and Sellers (or their designees) shall assume, satisfy, perform, pay and discharge, the Excluded Liabilities.

Exclusion of Liabilities. (a) Notwithstanding anything any other provision of this Agreement, the Partnership shall not assume or have any liability hereunder with respect to the contrary contained in this Agreement any other liabilities or by virtue of Buyer’s acquisition obligations of the Partnership InterestsCheniere Entities not specifically included in the Assumed Liabilities, Buyer shall not assumewhether known or unknown, and shall not be liable liquidated or responsible forunliquidated, contingent or fixed (the following Liabilities (“"Excluded Liabilities”):"), including without limitation: (i) except as specifically listed in Section 2.1(a)Liabilities, all Liabilities relating to any of other than the Purchased Assets accruingAssumed Liabilities, arising out ofof the Cheniere Entities performance or failure to perform under the Contracts, including any breach of or relating to events damages caused in whole or occurrences happening in part by the Cheniere Entities or any Affiliate thereof prior to the Closing, including all obligations and burdens arising in respect of any Assumed Contracts;. (ii) any Liability of Liabilities, other than the Partnership Assumed Liabilities, arising out of or relating the Cheniere Entities' ownership of the Contributed Assets prior to the employment Closing Date; (iii) Liabilities arising out of any businesses operated and assets owned by the Reserved Employees from and Cheniere Entities other than the Contributed Assets, whether incurred before or after the Closing Date; (iv) Liabilities incurred by Investments or the General Partner through the Closing; (iiiv) except as provided in Sections 4.1(a) and 8.9, any Liability for Taxes for a Pre-Closing Tax Period attributable to, Liabilities arising out of, relating to the ownership of, or imposed upon the Purchased Assets; (iv) any Liability of the Partnership that relates to any Excluded Asset; (v) any Environmental Liability employment of the Partnership arising out of, or relating to, events or occurrences happening members of the Management Team prior to the ClosingClosing Date, including under any Employee Plans; (vi) Liabilities or obligations for the Cheniere Entities to pay any Liability Taxes of any kind or nature, including any interest or penalties imposed with respect thereto, and including any Taxes incurred by the Cheniere Entities arising out of their business operation, their ownership of the Partnership for expenses incurred Contributed Assets prior to the Closing in connection with this Agreement Date and their contribution of the transactions contemplated hereby;Contributed Assets at the Closing to the Partnership; or (vii) Liabilities or obligations under and arising from or relating to the Crest Settlement, except as provided that certain Royalty payment obligation described in Section 8.4, any Liability of the Partnership arising out of any Partnership Benefit Plans or any Contract of insurance for employee group medical, dental or life insurance plans, in each case, prior to the Closing; and (viii2.1(c)(iii) except as provided in Section 8.4, all Liabilities of the Management Company arising out of or relating to, directly or indirectly, the termination of the Property Employees pursuant to Section 8.4, including all wages, bonuses, vacation pay, sick pay, benefit payments, payments due under employment contracts, and other payments due and owing to such employees through the date of their termination, payroll taxes or other costs of terminationabove. (b) Notwithstanding anything to the contrary contained in this Agreement, prior to, or concurrently with, the Closing, the Partnership shall assign to Sellers (or their designees), and Sellers (or their designees) shall assume, satisfy, perform, pay and discharge, the Excluded Liabilities.

Exclusion of Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, other than the Assumed Liabilities, the Purchaser shall not assume or by virtue of Buyer’s acquisition in any way become liable for the following liabilities or obligations of the Partnership Interests, Buyer shall not assume, and shall not be liable or responsible for, Company (the following Liabilities (“"Excluded Liabilities”"): (i) except as specifically listed in Section 2.1(a), all Liabilities relating to any liability or obligation of the Purchased Assets accruingCompany of whatever nature or character, whether known or unknown, absolute or contingent, liquidated or disputed, arising out of, or relating to events or occurrences happening prior to after the Closing, including all obligations and burdens arising in respect of any Assumed ContractsClosing Date; (ii) any Liability liability or obligation of the Partnership arising out of Company or relating to the employment of Stockholders under this Agreement and the Reserved Employees from Schedules and after the ClosingExhibits attached hereto; (iii) except as provided in Sections 4.1(a) and 8.9, any Liability liability or obligation of the Company or the Stockholders for Taxes for a Pre-Closing Tax Period attributable to, expenses or fees incident to or arising out ofof the negotiation, relating to preparation, approval or authorization of this Agreement or the ownership ofconsummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys' and accountants' fees and any liability or obligation of the Company or the Stockholders for brokerage commissions, finders' fees or imposed upon similar compensation in connection with the Purchased Assetstransactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Company, the Stockholders or any of their Affiliates); (iv) any Liability liability or obligation of the Partnership that relates Company or the Stockholders for Taxes, including, without limitation, any liability or obligation of the Company or the Stockholders in respect of any amount of federal, state or other Taxes (including any liabilities relating to Taxes arising as a result of the Company at any Excluded Assettime being a member of an affiliated group (as defined in Section 1504(a) of the Code)) which are imposed on or measured by the income of the Company or the Stockholders for any period; (v) any Environmental Liability liability or obligation relating to Non-Transferred Employees or former employees of the Partnership arising out ofCompany, or relating to, events or occurrences happening prior to other than any such liability assumed by the ClosingPurchaser under Sections 2.2(a)(v) and 2.2(a)(vi) above; (vi) any Liability liability or obligation in respect of the Partnership for expenses incurred prior to the Closing in connection with this Agreement and the transactions contemplated herebyExcluded Indebtedness; (vii) any liability or obligation in respect of any of the Excluded Assets; (viii) any liability or obligation with respect to the employee benefit plans, programs, policies or arrangements of the Company set forth on the Excluded Assets Schedule; (ix) any liability or obligation with respect to the ownership or use of any motor vehicle identified on the Affiliated Transactions Schedule attached hereto as being used primarily by any Stockholder or Insider; (x) any liability or obligation with respect to any sublease of any of the Leased Real Property; (xi) except as provided in Section 8.42.2(a) above, any Liability liabilities as a result of any defacto merger or successor-in-interests or other similar theories of liability; (xii) any liability or obligation of the Partnership arising out of Company to any Partnership Benefit Plans Stockholder or any Contract other Insider. For purposes of insurance for employee group medicalthis Section 2.2(b), dental or life insurance plans, in each case, prior the "Company" and the "Stockholders" shall be deemed to include all affiliates of the Company and the Stockholders and any predecessors to the Closing; and Company and the Stockholders and any Person with respect to which the Company or the Stockholders is a successor-in-interest (viii) except as provided in Section 8.4including by operation of law, all Liabilities merger, liquidation, consolidation, assignment, assumption or otherwise). Each of the Management Company arising out of or relating to, directly or indirectly, and the termination of Stockholders hereby acknowledges that the Property Employees pursuant to Section 8.4, including all wages, bonuses, vacation pay, sick pay, benefit payments, payments due under employment contracts, and other payments due and owing to such employees through the date of their termination, payroll taxes or other costs of termination. (b) Notwithstanding anything to the contrary contained in this Agreement, prior to, or concurrently with, the Closing, the Partnership shall assign to Sellers (or their designees), and Sellers (or their designees) shall assume, satisfy, perform, pay and discharge, Company is retaining the Excluded Liabilities, and the Company shall pay, discharge and perform all such liabilities as and when they become due.

Exclusion of Liabilities. Neither Acquisition Corp. nor any of its affiliates (including, without limitation, SFX) shall assume, nor shall any of them be liable for, any liabilities of any Seller other than as expressly provided in Section 4.03 hereof (the "Excluded Liabilities"). Without limiting the generality of the foregoing and notwithstanding anything in Section 4.03 to the contrary, neither Acquisition Corp. nor any of its affiliates shall assume nor shall any of them be liable for any of the following liabilities or obligations of the Sellers (or any of them): (a) Notwithstanding anything to the contrary contained in this Agreement any and all Taxes levied by any foreign, federal, state or by virtue of Buyer’s acquisition of the Partnership Interests, Buyer shall not assume, and shall not be liable or responsible for, the following Liabilities (“Excluded Liabilities”): (i) except as specifically listed in Section 2.1(a), all Liabilities relating to any of the Purchased Assets accruing, arising out of, or relating to events or occurrences happening local taxing authority for periods prior to the ClosingJanuary 1, including all obligations and burdens arising in respect of any Assumed Contracts1998; (iib) any Liability liabilities or obligations for severance or similar payments arising as a result of consummation of the Partnership arising transactions contemplated hereby or any other liabilities or obligations of the Sellers (or any of them) which arise out of or relating are incurred with respect to the employment of the Reserved Employees from and after the Closing; (iii) except as provided in Sections 4.1(a) and 8.9, any Liability for Taxes for a Pre-Closing Tax Period attributable to, arising out of, relating to the ownership of, or imposed upon the Purchased Assets; (iv) any Liability of the Partnership that relates to any Excluded Asset; (v) any Environmental Liability of the Partnership arising out of, or relating to, events or occurrences happening prior to the Closing; (vi) any Liability of the Partnership for expenses incurred prior to the Closing in connection with this Agreement and the transactions contemplated herebyhereby (including the Sellers' legal and accounting fees); (viic) except as provided in Section 8.4, any Liability of the Partnership liabilities or obligations which are not directly incident to or arising out of or incurred with respect to the Businesses or the Assets; (d) any Partnership Benefit Plans liability arising under Environmental Laws, the Code, ERISA or any Contract Multiemployer Pension Plan with respect to the conduct of insurance for employee group medicalthe Businesses or conditions in connection with the Businesses prior to January 1, dental 1998 (or life insurance plans, in each case, on or prior to the ClosingClosing Date if such liability was not incurred in the ordinary course of business and consistent with past practice or was incurred as a result of a violation of a Governmental Rule); (e) any indebtedness for borrowed money, any indebtedness of a Seller with respect to its purchase of any of the Real Property or any other interest bearing obligations; (f) any amounts payable to any affiliate of any Seller except for such amounts described in Section 4.03(b) or in part (e) of Schedule 4.03; (g) any liability or obligation of any Seller or any affiliates of any Seller to the extent related to the Excluded Assets; (h) any workers' compensation claims relating to occurrences prior to January 1, 1998, and any damages or liabilities arising out of or in connection with any litigation or other claims pending against any Seller and/or any of its affiliates prior to January 1, 1998 (or on or prior to the Closing Date if such claim, damage or liability did not arise in the ordinary course of business and consistent with past practice or was incurred as a result of a violation of a Governmental Rule); (i) any liability arising out of or in connection with a violation of any law relating to occupational safety and health or discrimination on the basis of age, race, creed, color or disability which arose as the result of an act occurring prior to the Closing Date; (j) any account payable arising prior to January 1, 1998 except to the extent attributable to services to be provided or goods to be delivered on or after January 1, 1998 (or on or prior to the Closing Date if such liability was not incurred in the ordinary course of business and consistent with past practice or was incurred as a result of a violation of a Governmental Rule); and (viiik) except as provided any income Tax on or in Section 8.4, all Liabilities of the Management Company arising out of or relating to, directly or indirectly, the termination of the Property Employees pursuant to Section 8.4, including all wages, bonuses, vacation pay, sick pay, benefit payments, payments due under employment contracts, and other payments due and owing to such employees through the date of their termination, payroll taxes or other costs of termination. (b) Notwithstanding anything any manner attributable to the contrary contained in this Agreement, prior to, or concurrently with, the Closing, the Partnership shall assign to Sellers (or their designees), and Sellers (or their designees) shall assume, satisfy, perform, pay and discharge, the Excluded LiabilitiesAsset Acquisition.

Exclusion of Liabilities. (a) Notwithstanding anything to Except as provided in Sections 2.6 and 2.7, the contrary contained in this Agreement or by virtue of Buyer’s acquisition of the Partnership Interests, Buyer shall not assume, assume and shall not be liable or responsible for, and the following Liabilities Seller shall retain and remain solely liable for and obligated to discharge, all of the debts, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever of the Seller and whether known or unknown, accrued or not accrued, fixed or contingent, oral or in writing (collectively, the “Excluded Liabilities”):); provided, however, this Section 2.5 shall not limit the Buyer’s right of indemnity under Article IX hereof. Without limiting the general applicability of the foregoing, the Excluded Liabilities shall include: (ia) except as specifically listed in Section 2.1(a), the liabilities set forth on Schedule 2.5; (b) all Liabilities liabilities and obligations of the Seller for any and all Taxes relating to or arising out of the Business or the Purchased Assets through the Closing Date; (c) all claims, demands, liabilities or obligations of any nature whatsoever with respect to the Business or any of the Purchased Assets accruing(including, arising out ofwithout limitation, the Contracts), which are based upon or relating relate to events or occurrences happening prior to conditions existing on or before the ClosingClosing Date notwithstanding that the date on which the claim, including all obligations and burdens arising in respect of any Assumed Contracts;demand, liability or obligation arose or became manifest is after the Closing Date; and (iid) any Liability all liabilities, claims or other obligations of the Partnership arising out of or relating to the employment of the Reserved Employees from and after the Closing; (iii) except as provided in Sections 4.1(a) and 8.9, any Liability for Taxes for a Pre-Closing Tax Period attributable to, arising out of, relating to the ownership of, or imposed upon the Purchased Assets; (iv) any Liability of the Partnership that relates Seller to any Excluded Asset; of its employees (v) any Environmental Liability irrespective of whether such employee becomes an employee of Buyer following the Partnership arising out ofClosing Date), former employees or relating to, events or occurrences happening prior to consultants for the Closing; (vi) any Liability of the Partnership for expenses incurred period prior to the Closing in connection with this Agreement and the transactions contemplated hereby; (vii) except as provided in Section 8.4Date, any Liability of the Partnership arising out of any Partnership Benefit Plans or any Contract of insurance for employee group medicalincluding, dental or life insurance planswithout limitation, in each caseinsurance, prior to the Closing; and (viii) except as provided in Section 8.4, all Liabilities of the Management Company arising out of or relating to, directly or indirectly, the termination of the Property Employees pursuant to Section 8.4, including all wages, bonuses, vacation pay, sick pay, benefit payments, payments due under employment contractsworkers’ compensation, and other payments due holiday, vacation, sick, regular and owing to such employees through the date of their termination, payroll taxes or other costs of terminationseverance pay. (b) Notwithstanding anything to the contrary contained in this Agreement, prior to, or concurrently with, the Closing, the Partnership shall assign to Sellers (or their designees), and Sellers (or their designees) shall assume, satisfy, perform, pay and discharge, the Excluded Liabilities.