Excluded liabilities

22 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Excluded Liabilities

   EXCEPT FOR THE ASSUMED LIABILITIES, BUYER SHALL NOT AND DOES NOT ASSUME ANY LIABILITIES OF SELLER (OR ANY PREDECESSOR OF SELLER OR ANY PRIOR OWNER OF ALL OR ANY PART OF THE SELLER’S BUSINESS OR THE PURCHASED ASSETS) OR ITS AFFILIATES, WHETHER OR NOT ARISING OUT OF OR RELATING TO THE PURCHASED ASSETS OR SELLER’S BUSINESS OR ANY OTHER ASSETS OF SELLER OR ITS AFFILIATES. ALL SUCH LIABILITIES (“ EXCLUDED LIABILITIES ”) SHALL AFTER CLOSING REMAIN THE EXCLUSIVE RESPONSIBILITY OF SELLER OR ITS AFFILIATES (AS APPLICABLE) AND SELLER SHALL PAY AND DISCHARGE SUCH LIABILITIES AS AND WHEN DUE

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 6 agreements we hold

2. 02

   Excluded Liabilities

   The Purchaser shall not assume, nor shall the Purchaser be responsible to pay, perform or discharge, any Liability that is not an Assumed Liability (each, an “ Excluded Liability ” and collectively, the “ Excluded Liabilities ”). The Sellers shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. For the avoidance of any doubt and without limiting the generality of the foregoing, Excluded Liabilities shall include all of the following Liabilities of the Sellers (in such cases, except to the extent reflected in the Final Adjustment Statement (as finally determined pursuant to Section 2.9 )): 2.4.1 subject to Section 2.3.2 , all trade accounts payable and accrued expenses of the Sellers to third parties in connection with the Business incurred up to and including the Closing; 2.4.2 any Liabilities arising out of, resulting from, based upon, in connection with, or relating to (a) any breach by the Sellers of any of the Assigned Contracts arising on or before the Closing, or (b) any event, circumstance or condition first occurring or existing during pre-Closing periods that with notice, lapse of time or both would constitute or result in a breach by the Sellers of any of the Assigned Contracts; 2.4.3 any Liabilities arising out of, resulting from, based upon, in connection with, or relating to the Excluded Assets (including, for certainty, any intercompany payables and other intercompany obligations); A- 7 2.4.4 any Pre-Closing Tax Liabilities; 2.4.5 any Liabilities of a Seller, arising out of, resulting from, based upon, in connection with, or relating to (a) any Plan, (b) the employment, or termination of employment, of any Employee, including employee benefits, compensation or other arrangements, (c) workers’ compensation claims of any Employee, or (d) accrued but unpaid bonuses in respect of any year, in each case which relate to events occurring on or prior to the Closing Date; 2.4.6 any Liabilities of a Seller for any present or former employees, officers, directors, managers, retirees, independent contractors or consultants of such Seller, including any Liabilities associated with any claims for wages or other benefits, bonuses, sale bonuses, phantom equity, accrued vacation, workers’ compensation, severance, retention, termination or other payments which relate […]

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

3. 03

   Excluded Liabilities

   Notwithstanding any provision in this Agreement to the contrary, at and following the Closing, the Seller shall retain and remain responsible for, and the Buyer shall not assume, the following Liabilities (the “ Excluded Liabilities ”), whether presently in existence or arising hereafter: (a) any Liabilities in respect of any Excluded Asset; (b) Liabilities arising out of or related to the employment or termination of service of any employee of the Seller set forth in Section 2.4(b) of the Disclosure Schedule (collectively, the “ Excluded Employees ”) or arising from severance payments to, or unpaid wages owed to, any Declining Employee; (c) any Liabilities in respect of (i) the portion of any Transfer Taxes that are the responsibility of the Seller pursuant to Section 7.5 , (ii) the portion of any Property Taxes that are the responsibility of the Seller pursuant to Section 7.6 , (iii) the portion of any Schedule 7.6(b) Taxes that are the responsibility of the Seller pursuant to Se ction 7.6( b) hereof and Section 7.6(b) of the Disclosure Schedule, (iv) except as specifically provided otherwise in Section 7.6 or Section 7.6(b) of the Disclosure Schedule, any Taxes of, or imposed on, the Seller for any taxable period with respect to any income or gain recognized from the transfer of Purchased Assets under this Agreement and (v) any other Taxes of, or imposed on, the Seller not described in Section 2.3(e) (the Taxes described in this Sec tion 2. 4(c) , “ Seller Taxes ”); (d) all Third Party Claims set forth in Section 2.4(d) of the Disclosure Schedule (the “ Excluded Third Party Claims ”); and (e) any costs or expenses incurred by the Seller in connection with the negotiation, preparation and performance of this Agreement, the other Transaction Documents and the Transactions other than the Assumed Seller Transaction Expenses

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Excluded Liabilities

   Notwithstanding anything to the contrary contained in Section 1.3. or elsewhere in this Agreement, Seller shall maintain sole responsibility of, and solely shall retain, pay, perform any Liabilities arising out of or relating to the operation of Seller’s Business prior to the Closing, any Liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated hereby, including any Liability of Seller for expenses incurred by Seller or its affiliates in connection with this Agreement, or any Liability of Seller based upon Seller’s acts or omissions occurring after the Closing (collectively, the “ Excluded Liabilities ”). Page 2 Section 1.5. Purchase Price. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will assume the Assumed Liabilities and will pay to Sellers an amount equal to the following (collectively, the “ Purchase Price ”): For a period of two (2) years following the Closing Date (the “ Measurement Period ”), Buyer shall pay Seller two (2) times the Gross Profit earned from each Customer Account (collectively, the “ Earn-out Payment ”), in accordance with Section 1.7. For the purposes of this Agreement, “ Gross Profit ” is defined as the Gross Revenues collected by Buyer from each Customer Account, less: (i) $0.001 for each SMS purchased by that customer; and (ii) $.01234 for each MMS purchased by that customer; and (iii) All applicable surcharges. In the event that a customer shall have prepaid their Customer Account to Seller prior to the Closing Date, Buyer shall apply such pre-payment to that Customers Account and such pre-payment so applied shall be a further reduction in the Earn-out Payment owing to Seller

   MOBIVITY HOLDINGS CORP. (MFON) (CIK 0001447380) · filed 2024-11-26 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Excluded Liabilities

   Imara shall retain, and shall be responsible for paying, performing and discharging when due, and Cardurion shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Imara and its Affiliates other than the Assumed Liabilities (the “ Excluded Liabilities ”). Without limiting the foregoing, Cardurion shall not be obligated to assume, and does not assume, and disclaims responsibility for, any of the following Liabilities of Imara: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assets; (b) any Liability arising under any of the Assigned Contracts prior to the Closing Date to the extent that such Liability is not attributable to any failure by Cardurion or any of its Affiliates to comply with the terms thereof after the Closing Date; (c) any Liability arising under any of the Assigned Contracts that has already been fulfilled by Imara or otherwise expired or terminated in accordance with the terms of such Assigned Contract; (d) any Liability attributable to the ownership, use, operation or maintenance of the Purchased Assets and/or the Exploitation of any Licensed Compounds on or prior to the Closing Date; (e) any Liability arising out of the failure of Imara to comply with any applicable so-called “bulk sale” or “bulk transfer” Laws or similar Laws of any jurisdiction in connection with the sale of the Purchased Assets; and (f) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Closing Date

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Payments with Respect to Excluded Liabilities

   Following the Closing, Seller shall, and shall cause its Affiliates to, continue to timely pay, perform and discharge, as and when due, any Excluded Liabilities retained by Seller or Affiliate of Seller at the Closing, including any accounts payable and accrued liabilities, and Buyer shall, and shall cause its Affiliates to, to timely pay, perform and discharge, as and when due, any Assumed Liabilities. The Seller Representative shall provide Buyer with such additional evidence or supporting detail as Buyer may reasonably request regarding particular payments or outstanding accounts or liabilities, including a description of the Excluded Liabilities to which they relate, including an invoice or account number, as applicable and as available from normal accounting systems of Seller. Notwithstanding, if Buyer deems it material to the continued operation of the Business, Buyer, in its sole discretion, may elect to pay, perform and/or discharge any such Excluded Liability. This payment, performance and/or discharge of such Excluded Liability shall not constitute an assumption of such Excluded Liability, and Seller agrees and understands that such obligations shall remain classified as an Excluded Liability and that Seller will be liable to reimburse Buyer in full for any such amounts expended on Excluded Liabilities upon demand by Buyer in accordance with Article X

   SONIM TECHNOLOGIES INC (SONM) (CIK 0001178697) · filed 2025-12-05 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Excluded Liabilities

   Except as expressly set forth in Section 2.4, Buyer shall not assume, whether as a transferee or successor, by contract, operation of law or otherwise, and Seller shall remain liable for, any and all Liabilities of Seller of any kind whatsoever, whether known, unknown, liquidated, or contingent, whether presently in existence or arising or asserted hereafter. Buyer shall not assume, whether as a transferee or successor, by contract, operation of law or otherwise, and Seller shall remain liable for, all Excluded Liabilities

   Authentic Holdings, Inc. (AHRO) (CIK 0001338929) · filed 2025-05-02 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Excluded Liabilities

   The Parties acknowledge and agree that Purchaser will not, and in no event will Purchaser assume or be required to pay, perform, or discharge any Liabilities other than the Assumed Liabilities, and that, as between the Parties, Seller shall remain responsible for all Excluded Liabilities

   Ayala Pharmaceuticals, Inc. (ADXS) (CIK 0001100397) · filed 2024-02-20 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Excluded Liabilities

   The Purchaser will not assume or be liable for or in any way undertake to pay, perform, satisfy or discharge any Excluded Liabilities. As between the Company and Purchaser, the Company shall timely perform, satisfy and discharge in accordance with their respective terms all undisputed Excluded Liabilities. For clarification, this Section 2.4 shall not be construed to require the Company to pay any Excluded Liabilities it disputes in good faith. However, to the extent the Purchaser believes in its sole discretion that the failure by Company to resolve or pay a disputed Excluded Liability (that is consistent in type, amount, and frequency with the past practices of the Company) would reasonably be expected to adversely affect the operations of the Business or other business of Purchaser, Purchaser may choose to satisfy such Excluded Liability out of the Holdback or otherwise, under protest if appropriate, and the Company will be obligated to resolve the ultimate dispute to seek reimbursement from the Purchaser or third-party. “Excluded Liabilities” shall mean all Liabilities of the Company arising out of, relating to or otherwise in respect of the Business prior to the Closing and all other Liabilities of the Company, any Affiliate of the Company or any predecessor of the Company, other than the Assumed Liabilities, whether or not accrued on the Financial Statements, including, without limitation, the following Liabilities: (a) all accounts payable of the Company due to any third party (“ Payables ”) and all Liabilities in respect of any products sold and/or services performed by, and/or operations of, the Company prior to the Closing, (the Payables and all such other Liabilities are set forth on the attached Schedule 2.4(a) and are collectively referred to as “Current Liabilities” ); (b) all Liabilities under any Environmental Law, to the extent arising out of or otherwise related to: (i) the ownership or operation by the Company or any predecessor of the Company of any real estate (or any condition thereon) prior to the Closing (including (A) the Release or continuing Release (if existing prior to the Closing) of any Hazardous Material regardless of by whom, or (B) any noncompliance by the Company with Environmental Laws); (ii) the Business prior to the Closing; (iii) the Excluded Assets or any other real property formerly owned, operated, leased or otherwis […]

   First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940) · filed 2024-01-08 · read the filing

10. 10

    Excluded Liabilities

    Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, Buyer does not and will not hereby assume any other liabilities of Seller (such other liabilities that are not assumed by Buyer are collectively referred to in this Agreement as the “ Excluded Liabilities ”). Seller shall retain, pay, satisfy, perform and discharge the Excluded Liabilities. Notwithstanding anything to the contrary herein, the following liabilities of Seller shall in no event be Assumed Liabilities: (a) all liabilities and obligations of Seller existing or accrued prior to the Closing, including all liabilities and obligations relating to or arising out of, directly or indirectly, the operation of the Business or Seller’s ownership, control or use of any assets prior to the Closing, excluding only the Assumed Liabilities; (b) all liabilities and obligations of Seller arising from the execution, delivery and performance of this Agreement or from the consummation of the transactions contemplated hereby; (c) all Indebtedness of Seller; A-15 (d) all liabilities and obligations relating to any current or former employees, agents or independent contractors of Seller in each case arising out of, accruing, relating to or in connection with their employment or service with (or termination of employment or service from) Seller or its Affiliates, including obligations (including damages and fees) with respect to any salary, wages, bonuses, commissions, workers’ compensation or other compensation, withholding Taxes of employees, termination and severance pay, retention payments, payments related to pension and pension funds, and all vacation and medical or other benefits; (e) all liabilities, obligations, claims, causes of action or Action, including any product liability and warranty claims or any claim for injury to any Person or property, arising out of any products (including the Products prior to the Closing) manufactured, sold, donated or otherwise disposed of, by or on behalf of Seller, or acts or omissions of Seller or events caused by Seller, including all liabilities, obligations, claims, legal proceedings or Action related to or arising out of (i) the return of Products sold by Seller provided such return occurs or is initiated prior to the Closing Date, (ii) coupon redemptions with respect to Products sold by Seller and (iii) post-Closing accruals […]

    NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) · filed 2024-10-16 · read the filing

11. 11

    Excluded Liabilities

    Notwithstanding the provisions of Section 3.1 or any other provision hereof or any schedule or exhibit hereto, and regardless of any disclosure to Buyer, Buyer shall not assume any Liabilities of Seller other than the Assumed Liabilities. 4. Consideration . As consideration for its purchase of the Purchased Assets, Buyer shall (the “ Purchase Price ”): (i) Cash Payment - make a cash payment to Seller of $25,000, via wire/ACH transfer, in accorndance with written wire/ACH instructions to be provided by Seller; (ii) Assumption of Liabilities - assume, pay, perform, and discharge the Assumed Liabilities as provided in Section 3, including any Assumed Liabilities specified on Schedule 3.1 to be paid by Buyer; (iii) First Third-Party Token Offering Payment – deliver to Seller (or its designees) 10% of all tokens received by Buyer in connection with the first post-closing third-party token offering on the Beyond Blockchain platform in accordance with the requirements of Section 10.2.1; and (iv) First Proprietary Token Offering Payment – deliver to Seller (or its designees) 10% of all tokens issued by Buyer in connection with its own initial post-closing proprietary token offering in accordance with the requirements of Section 10.2.2. 5. Closing . The consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall, subject to the conditions hereof, take place virtually using email or any mutually acceptable cloud-based electronic collaboration service, simultaneous with the execution of this Agreement by the parties and satisfaction of the Closing deliveries pursuant to Sections 5.1 and 5.2. 5.1 Buyer’s Closing Deliveries . On the Closing Date, Buyer shall deliver the following to Seller: (i) the payment required pursuant to Section 4 (i); (iii) the Bill of Sale executed by Buyer; (iv) the Assignment and Assumption Agreement executed by Buyer; (iv) the Intellectual Property Assignment executed by Buyer; and (v) such other documents as Seller may reasonably request. 5.2 Seller’s Closing Deliveries . On the Closing Date, Seller shall deliver the following to Buyer: (i) the Bill of Sale executed by Seller; (ii) the Assignment and Assumption Agreement executed by Seller; (iii) the Intellectual Property Assignment executed by Seller and (iv) such other documents as Buyer may reasonably request. 6. Representations and Warranties of Seller . Seller […]

    GLOBAL TECH INDUSTRIES GROUP, INC. (GTII) (CIK 0000356590) · filed 2022-04-25 · read the filing

12. 12

    Excluded Liabilities

    Except as expressly set forth in Section 1.4, Buyer shall not assume, whether as a transferee or successor, by contract, operation of law or otherwise, and Seller shall remain liable for, any and all Liabilities or Encumbrances (other than Permitted Encumbrances) of Seller of any kind whatsoever, whether known, unknown, liquidated, or contingent, whether presently in existence or arising or asserted hereafter. Buyer shall not assume, whether as a transferee or successor, by contract, operation of law or otherwise, and Seller shall remain liable for, all Excluded Liabilities. 1 1.4 Assumed Liabilities . Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform, and discharge the liabilities and obligations attributable to Buyer’s ownership or operation of the Acquired Assets after the Closing (as defined below) (collectively, the “ Assumed Liabilities ”). 1.5 Purchase Price; Restrictions. (a) Purchase Price . The purchase price (“Purchase Price”) to be paid by Buyer for the Acquired Assets shall be as follows: (i) 250,000,000 restricted shares of the Buyer’s common stock (the “Common Shares”); and (ii) 2 million shares of the Buyer’s Series A Preferred Stock (the “Preferred Shares”), collectively the Common Shares and the Preferred Shares are referred to hereinafter as the “Shares”. The Shares are to be issued to Seller, or his assigns, concurrently upon Closing. (b) Restrictions . The Shares to be issued by Seller pursuant to this Agreement have not been registered and are being issued pursuant to a specific exemption under the Securities Act, as well as under certain state securities laws for transactions by an issuer not involving any public offering or in reliance on limited federal preemption from such state securities registration laws, based on the suitability and investment representations made by the Seller to Buyer. The Shares of to be issued by Buyer to Seller pursuant to this Agreement must be held and may not be sold, transferred, or otherwise disposed of for value unless such securities are subsequently registered under the Securities Act or an exemption from such registration is available, and that the certificates representing the Shares of the Buyer’s Common Stock issued pursuant to this Agreement will bear a legend in substantially the following form so restricting the sale of such securities: The sec […]

    LeapCharger Corp (LCCN) (CIK 0001472998) · filed 2024-06-17 · read the filing