Common use of Liabilities of Seller Not Assumed Clause in Contracts

Liabilities of Seller Not Assumed. Schedule of Assumed Liabilities. Except as set forth in Schedule 2.2, which schedule sets forth certain assumed liabilities (the "Assumed Liabilities") and includes, but is not limited to, the liabilities incorporated by reference on such Schedule 2.2 to Exhibit A of the certain Multi-Agreement Amendment, dated May , 2003, by and among Buyer, Seller and Christopher's Enterprises, Inc, and the other parties identified therein (the "Multi-Agreement Amendment"). Except as set forth in Schedule 2.2, Buyer shall not assume, or in any way become liable for, any Liabilities of Seller or the Business of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, whether known or unknown, arising out of events, transactions or facts which shall have occurred, arisen or existed on or prior to the Closing Date, which Liabilities, if ever in existence, shall continue to be Liabilities of Seller. Specifically, but without limiting the foregoing, Buyer shall not assume or be liable for the following debts, liabilities and obligations (the "EXCLUDED LIABILITIES"): 2.2.1 Violation of Representations, Etc. Debts, obligations or liabilities which arise or exist in violation of any of the representations, warranties, covenants or agreements of Seller or the Indemnifying Shareholders contained in this Agreement or in any statement or certificate delivered to Buyer by or on behalf of Seller or the Indemnifying Shareholders on or before the Closing Date pursuant to this Agreement or in connection with the transactions contemplated hereby.

Liabilities of Seller Not Assumed. Schedule of Assumed Liabilities. Except as set forth specifically provided in Schedule 2.2, which schedule sets forth certain assumed liabilities (the "Assumed Liabilities") and includes, but is not limited to, the liabilities incorporated by reference on such Schedule 2.2 to Exhibit A of the certain Multi-Agreement Amendment, dated May , 2003, by and among Buyer, Seller and Christopher's Enterprises, Inc, and the other parties identified therein (the "Multi-Agreement Amendment"). Except as set forth in Schedule 2.2Section 3.1 hereof, Buyer shall not assume, or in any way become liable for, any Liabilities liabilities or obligations of Seller Seller, the Shareholders or the Business of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, whether known or unknown, arising out of events, transactions or facts which shall have occurred, arisen or existed on or prior to the Closing Date, which Liabilitiesliabilities and obligations, if ever in existence, shall continue to be Liabilities liabilities and obligations of SellerSeller or the Shareholders, as the case may be. Specifically, but without limiting the foregoing, Buyer shall not assume or be liable for those specific liabilities, including those certain long term debts and notes payable, set forth on the attached EXHIBIT "3.2". All of the foregoing liabilities, together with all of the following debtsare hereinafter collectively referred to as the AExcluded Liabilities": 3.2.1 VIOLATION OF REPRESENTATIONS, liabilities and obligations (the "EXCLUDED LIABILITIES"): 2.2.1 Violation of Representations, EtcETC. Debts, obligations or liabilities which arise or exist in violation of any of the representations, warranties, covenants or agreements of Seller or the Indemnifying Shareholders contained in this Agreement or in any statement or certificate delivered to Buyer by or on behalf of Seller or the Indemnifying Shareholders on or before the Closing Date pursuant to this Agreement or in connection with the transactions contemplated hereby. 3.2.2 UNDISCLOSED LIABILITIES. Debts, obligations or liabilities of any kind or nature, whether absolute, accrued, contingent or otherwise, required by this Agreement to be disclosed to Buyer, if not so disclosed in writing and specifically assumed in writing by Buyer.

Liabilities of Seller Not Assumed. Schedule of Assumed Liabilities. Except as set forth specifically provided in Schedule 2.2, which schedule sets forth certain assumed liabilities (the "Assumed Liabilities") and includes, but is not limited to, the liabilities incorporated by reference on such Schedule 2.2 to Exhibit A of the certain Multi-Agreement Amendment, dated May , 2003, by and among Buyer, Seller and Christopher's Enterprises, Inc, and the other parties identified therein (the "Multi-Agreement Amendment"). Except as set forth in Schedule 2.2Section 3.1 hereof, Buyer shall not assume, or in any way become liable for, any Liabilities liabilities or obligations of Seller Seller, the Shareholders or the Business of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, whether known or unknown, arising out of events, transactions or facts which shall have occurred, arisen or existed on or prior to the Closing Date, which Liabilitiesliabilities and obligations, if ever in existence, shall continue to be Liabilities liabilities and obligations of SellerSeller or the Shareholders, as the case may be. Specifically, but without limiting the foregoing, Buyer shall not assume or be liable for those specific liabilities, including those certain long term debts and notes payable, set forth on the attached EXHIBIT "3.2". All of the foregoing liabilities, together with all of the following debts, liabilities and obligations (are hereinafter collectively referred to as the "EXCLUDED LIABILITIES"):: 2.2.1 Violation of Representations3.2.1 VIOLATION OF REPRESENTATIONS, EtcETC. Debts, obligations or liabilities which arise or exist in violation of any of the representations, warranties, covenants or agreements of Seller or the Indemnifying Shareholders contained in this Agreement or in any statement or certificate delivered to Buyer by or on behalf of Seller or the Indemnifying Shareholders on or before the Closing Date pursuant to this Agreement or in connection with the transactions contemplated hereby. 3.2.2 UNDISCLOSED LIABILITIES. Debts, obligations or liabilities of any kind or nature, whether absolute, accrued, contingent or otherwise, required by this Agreement to be disclosed to Buyer, if not so disclosed in writing and specifically assumed in writing by Buyer.

Liabilities of Seller Not Assumed. Schedule of Assumed Liabilities. Except as set forth specifically provided in Schedule 2.2, which schedule sets forth certain assumed liabilities (the "Assumed Liabilities") and includes, but is not limited to, the liabilities incorporated by reference on such Schedule 2.2 to Exhibit A of the certain Multi-Agreement Amendment, dated May , 2003, by and among Buyer, Seller and Christopher's Enterprises, Inc, and the other parties identified therein (the "Multi-Agreement Amendment"). Except as set forth in Schedule 2.2Section 3.1 above, Buyer shall will not assume, or in any way become liable for, any Liabilities liabilities or obligations of Seller or the Business of any kind or nature, whether accrued, absolute, contingent or otherwise, or whether due or to become due, or otherwise, whether known or unknown, arising out of events, transactions or facts which shall have occurred, arisen or existed on or prior to the Closing Date, which Liabilitiesliabilities and obligations, if ever in existence, shall will continue to be Liabilities liabilities and obligations of Seller. Specifically, but without limiting the foregoing, Buyer shall does not assume or be is not liable for the following debts, liabilities and obligations (the "EXCLUDED LIABILITIESExcluded Liabilities"): 2.2.1 Violation of Representations3.2.1 VIOLATION OF REPRESENTATIONS, EtcETC. Debts, obligations or liabilities which arise or exist in violation of any of the representations, warranties, covenants or agreements of Seller or the Indemnifying Shareholders contained in this Agreement or in any statement or certificate delivered to Buyer by or on behalf of Seller or the Indemnifying Shareholders on or before the Closing Date pursuant to this Agreement or in connection with the transactions contemplated herebyby this Agreement. 3.2.2 UNDISCLOSED LIABILITIES. Debts, obligations or liabilities of any kind or nature, whether absolute, accrued, contingent or otherwise, required by this Agreement to be disclosed to Buyer, if not so disclosed in writing and specifically assumed in writing by Buyer.