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Excluded Liabilities
Excluded Liabilities contract clause examples

Excluded Liabilities . Buyer shall not assume, nor does Buyer agree to pay, any debts, liabilities or obligations of Seller relating to any assets not included as a Purchased Asset. All such debts, liabilities or obligations of Seller (the “Excluded Liabilities”) shall at all times remain and be the sole responsibility of Seller. The Excluded Liabilities shall include, without limitation, all intercompany loans between Seller and Parent and those items specifically set forth on Schedule 2.

Excluded Liabilities” means liabilities excluded from the scope of the contractual recognition of bail-in requirement pursuant to the UK Regulations.

Excluded Liabilities. Notwithstanding any provision herein to the contrary, Purchasers shall not assume, succeed to, be liable for, be subject to, or be obligated for, nor shall the Purchased Assets be subject to, any Excluded Liabilities. Sellers shall timely perform, satisfy and discharge in accordance with their respective terms all Excluded Liabilities. “Excluded Liabilities” shall mean all Liabilities of any Seller or Acquired Subsidiary arising out of, relating to or otherwise in respect of the Business on or before the Effective Time other than the Assumed Liabilities, including but not limited to, the following:

Excluded Liabilities” means liabilities excluded from the scope of the contractual recognition of bail-in requirement pursuant to the UK Regulations.

Excluded Liabilities. Notwithstanding the provisions of Section 1.3(a) or any other provisions in the Transaction Documents to the contrary, other than the Assumed Liabilities, Buyer shall not assume, be responsible for, be bound by, pay, perform or discharge, or have any liability or obligations with respect to, any Liabilities of Seller or any of its Affiliates or the BOXR Platform or the ACTIA Platform of any kind or nature whatsoever, and Seller shall be responsible for, be bound by, pay, perform or discharge, all obligations or Liabilities of Seller or any of its Affiliates or the BOXR Platform or the ACTIA Platform of any kind or nature, whether or not related to the BOXR Platform or the ACTIA Platform or the Purchased Assets (the “Excluded Liabilities”), and including, without limiting the generality of the foregoing, all of the following Liabilities:

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not assume or in any way be responsible for, and the Sellers shall remain obligated to pay, honor, perform and discharge, all of the Liabilities of the Sellers (other than the Assumed Liabilities) (collectively, the “Excluded Liabilities”), including, without limitation:

Excluded Liabilities. Acquiror shall not assume pursuant to this Agreement or the Transactions, and shall have no liability for, any liabilities of Seller of any kind, character or description whatsoever other than the Assumed Liabilities, and Seller shall retain responsibility for all such liabilities and obligations.

Excluded Liabilities. Notwithstanding anything contained herein to the contrary, except as otherwise provided in Section 6.7 or Article VIII, Purchaser shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for the following Liabilities of Parent, Sellers and/or their respective Subsidiaries (collectively, the “Excluded Liabilities”):

Excluded Liabilities. Acquiror shall not assume any of the liabilities of Transferor not identified in Section 2.4 above. Without limiting the generality of the foregoing, Acquiror shall not assume any liabilities:

Excluded Liabilities. Notwithstanding any other provision of this Agreement or any other writing to the contrary, Buyer does not assume, and shall not have any obligation to pay, perform or discharge, any liability of Seller other than the Assumed Liabilities, all of which shall be retained by and remain liabilities, obligations and commitments of Seller (collectively, the “Excluded Liabilities”). Excluded Liabilities shall include:

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