Common use of Liabilities Excluded Clause in Contracts

Liabilities Excluded. This Agreement is for the purchase and sale of the Assets only. Accordingly, notwithstanding any other provision hereof, this Agreement excludes, and Buyer does not assume, any liabilities of Seller, except as specifically set forth herein. As provided herein, Seller's obligations to trade creditors and other persons having claims against Seller shall be paid by Seller. Any and all other accounts payable or other obligations or liabilities accruing to and existing on the Transfer Date are and shall remain the sole obligation and responsibility of Seller.