No Excluded Liabilities Sample Clauses

No Excluded Liabilities. Except as provided in Section 3.01, it is intended that the Company shall not have any liabilities or obligations (whether known or unknown, fixed or contingent) to the extent they arise out of or relate to the Company's ownership, use or operation of the Business or the Business Assets prior to the Closing Date (the "Excluded Liabilities"). The Excluded Liabilities include, but are not limited to the following: (a) Indebtedness for borrowed money incurred prior to the Closing Date. (b) Liabilities with respect to capitalized leases. (c) Other liabilities that are required under GAAP to be accrued on the Company's balance sheet as of the Closing Date and are not included in Accounts Payable or otherwise taken into account for purposes of calculating the final Purchase Price under Section 3.03. (d) Seller's Environmental Liabilities (as defined in Section 11.02 below). (e) Seller's Taxes (as defined in Section 11.01 (a) below). If any Excluded Liabilities are found to exist after the Closing Date, Seller shall be liable therefor to the extent of its indemnity obligation as set forth in Section 11.01 hereof.