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Unlike the liability clause adopted, this exclusion clause explicitly indicates the commitments that the seller must not assume when purchasing. Notwithstanding other provisions of this Agreement, none of the acquired assets, excluded assets, redeemed liabilities or excluded liabilities contains assets or liabilities of any of the acquired subsidiaries. Notwithstanding the foregoing, no maximum threshold for compensation (i) applies to breaches of this Agreement if such breach is due to actual fraud, gross negligence or wilful misconduct by a Seller in connection with this Agreement, or (ii) compensation for a Seller`s breach of any of the excluded debts and obligations, or to a breach or delay under an agreement the agreement or agreement of a seller that has been established. in section 5.06, section 5.07 or section 5.11. Seller`s preference: As a general rule, the seller wants the Assumed Debts section to be a non-exhaustive list containing all liabilities that are not expressly excluded from the clause. It also wishes to expressly transfer all debts that are not paid before the balance date, all debts related to assigned contracts and any other debts incurred after conclusion (e.g. B staff remuneration and benefits, taxes, etc.). The middle way: As a general rule, assumed liabilities include current liabilities and liabilities related to transferred contracts. The seller`s tax debts are generally excluded. The assumption of other liabilities varies according to the operations concerned and, if there are a number of them, they can be detailed in the publication plans. What about the “Adopted commitments” and “excluded commitments” section? The assumed liabilities and exclusion provisions together describe the seller`s liabilities transferred to the buyer and those remaining with the buyer. Differences in a share trading structure: during a share sale, the commitments of the target company are automatically transferred to the buyer. Therefore, the agreement does not contain the indemnification and excluded liabilities, and most of the risk allocation is obtained through the seller`s provisions on guarantees and indemnifications.
The clause relating to excluded liabilities is, together with the clauses relating to excluded assets and liabilities taken over, the last complement to the clause for the purchase and sale of assets, which is at the heart of a high-volume transfer or sale contract. With respect to certain categories of liability, buyer wishes to exclude any debt incurred prior to the reference date as well as any debt that is not incurred in the normal transaction, including liabilities that seller must assume. In addition, a broad tax exclusion is in the best interest of the buyer in order to protect him from inheritance tax liability. . . .