Assumed and Excluded Liabilities

Use: Clarifies which liabilities the buyer is and is not taking over.

Clause wording

Except for liabilities expressly assumed in writing by the Buyer, the Buyer shall not assume any debts, taxes, payables, employee claims, penalties, or liabilities of the Seller or the Business arising before closing.

Meaning

Clarifies which liabilities the buyer is and is not taking over.

中文解释

用简单中文解释这一条在交易里的作用。

Internal drafting aid only. Use historical/lawyer-reviewed wording where available; human/legal review required before external use.