3Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement or any Transaction Document, and regardless of whether such Liability is disclosed in this Agreement, in any of the Transaction Documents, on any Schedule hereto or thereto or otherwise, and regardless of Buyer’s, or any of its Affiliate’s or their respective directors’, managers’, officers’, employees’, agents’ or representatives’ knowledge or awareness of any Liability, whether learned in connection with Buyer’s due diligence investigation of the Retail Business and the Purchased Assets or otherwise, except for the Assumed Liabilities expressly set forth in Section 2.2, Buyer will not assume, agree to pay, perform or discharge or in any way be responsible for any Liabilities of Sellers (with all such Liabilities being referred to herein as the “Excluded Liabilities”). Sellers agree and acknowledge that they shall be exclusively liable for and satisfy all of the Excluded Liabilities.
3Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, DJIP does not assume pursuant to this Agreement or otherwise any Liability arising out of, resulting from or relating to any Claim or obligation, regardless of when made, asserted, or instituted, arising out of or relating to the TKO Group Parties’ ownership, use or management of any Assigned Property prior to the Effective Date (the “Excluded Liabilities”), and all such Excluded Liabilities shall remain with and be borne by the TKO Group Parties.
3Excluded Liabilities. The Seller Entities and their Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, any liabilities or obligations, contingent or otherwise of the Seller Entities or their Affiliates other than the Assumed Liabilities, including the following obligations and liabilities (all such obligations and liabilities not being assumed by Purchaser, including the matters set forth below in this Section 1.3, being herein called collectively, the “Excluded Liabilities”):
3Excluded Liabilities. Subject to the provisions of this Agreement, Novartis shall remain responsible for and pay, perform and discharge any Liabilities arising from its activities related to the Drug Substances and Products distributed, used or sold by or on behalf of Novartis or its Affiliates in the Territory prior to the Closing Date (“Excluded Liabilities”).
