Common use of Liabilities Excluded Clause in Contracts

Liabilities Excluded. Unless expressly assumed by the Purchaser -------------------- pursuant to this Agreement, the Purchaser shall neither assume nor be liable for, and the Seller shall retain, satisfy in full and defend and indemnify and hold the Purchaser harmless against, all debts, liabilities, obligations, claims, contingencies, causes of action, accounts or notes payable, accrued expenses or related obligations, or any federal, state or local income, property, sales, franchise, or other tax liabilities of the Seller, the Interestholders, or any other of their affiliates, including but not limited to any tax liabilities incurred as a result of this transaction. Excluded liabilities shall be deemed to include, without limitation, all liabilities other than those specifically stated in Section 2.1 as being assumed.

Liabilities Excluded. Unless expressly assumed by the Purchaser -------------------- pursuant to this Agreement, the Purchaser shall neither assume nor be liable for, and the Seller and the Shareholders shall retain, satisfy in full and defend and indemnify and hold the Purchaser harmless against, all debts, liabilities, obligations, claims, contingencies, causes of action, accounts or notes payable, accrued expenses or related obligations, or any federal, state or local income, property, sales, franchise, or other tax liabilities of the Seller, the InterestholdersShareholders, or any other of their affiliates, including but not limited to any tax liabilities incurred as a result of this transaction. Excluded liabilities shall be deemed to include, without limitation, all liabilities other than those specifically stated in Section 2.1 as being assumed.