Common use of Non-Assumption of Liabilities Clause in Contracts

Non-Assumption of Liabilities. Buyer does not and shall not assume or become obligated to pay any debt, obligation or liability of any kind or nature of any Seller or the Businesses, whether or not incurred or accrued in connection with the operation of any of the Businesses, except the Assumed Liabilities or such other charges as are specifically allocated to Buyer elsewhere in this Agreement.

Non-Assumption of Liabilities. It is expressly understood and agreed that Buyer does shall not be liable for and shall not assume or become obligated to pay any debt, obligation and/or liability of Seller, whether known or liability unknown, fixed or contingent, or whether or not incurred in connection with the Assets, of any kind or nature of any Seller or other than those specifically assumed by Buyer in Section 2.2 hereof. Except as set forth in Section 2.2 hereof, those liabilities not assumed by Buyer include, without limitation, the Businesses, whether or not incurred or accrued in connection with the operation of any of the Businesses, except the Assumed Liabilities or such other charges as are specifically allocated to Buyer elsewhere in this Agreement.following:

Non-Assumption of Liabilities. Buyer does not and The Purchaser shall not assume or become obligated to pay liable for any debtof Seller's obligations, obligation liabilities, debts, contracts or liability other commitments of any kind whatsoever, known or nature unknown, fixed or contingent, for all of any which Seller shall remain obligated. Without limiting the effect of the preceding sentence, it is expressly agreed that Purchaser shall not assume or the Businesses, whether or not incurred or accrued in connection with the operation of become liable for any of the Businessesfollowing debts, except the Assumed Liabilities liabilities or such other charges as are specifically allocated to Buyer elsewhere in this Agreement.obligations of Seller:

Non-Assumption of Liabilities. Buyer does not and shall not assume and shall under no circumstances be responsible for any liabilities or become obligated to pay obligations of Seller (whether personal or corporate) including, without limitation, any debt, obligation liabilities or liability obligations arising out of any kind or nature of any Seller or the Businesses, whether or not incurred or accrued in connection with the Assets and/or operation of any the Business, regardless of the Businessesamount, except the Assumed Liabilities character or such other charges as are specifically allocated to Buyer elsewhere in this Agreementdescription, or whether accrued, contingent or otherwise.

Non-Assumption of Liabilities. Buyer does not and shall not assume be deemed in any manner to have assumed or become obligated agreed to perform or pay any debtdebts, obligation liabilities, obligations or liability contracts of Seller of any kind or nature of any Seller or the Businessesnature, whether or not incurred known, presently existing, absolute, accrued, contingent or accrued in connection with the operation of any of the Businessesotherwise, except the Assumed Liabilities or such other charges with respect to any obligations expressly assumed by Buyer as are specifically allocated to Buyer elsewhere set forth in Section 2.05(a) of this Agreement.

Non-Assumption of Liabilities. Except as otherwise set forth in the Agreement, Buyer does not and shall not assume or become obligated to pay responsible for any debt, obligation or liability of any kind or Seller whenever incurred and irrespective of the nature of any Seller or such liability. Without limiting the Businessesgenerality of the foregoing, whether or Buyer shall not incurred or accrued in connection with the operation of assume any of the Businesses, except following obligations nor shall any of the Assumed Liabilities or such other charges as are specifically allocated to following become a liability of Buyer elsewhere in this Agreement.for any purpose:

Non-Assumption of Liabilities. Except as provided in Section 2.1, Buyer does not and shall not (i) assume and/or take the Assets subject to any existing liabilities, accounts payable or become obligated to pay other contracts or obligations; or (ii) be liable in any debt, obligation manner or liability of any kind or nature of any Seller or the Businesses, whether or not incurred or accrued in connection with the operation of way for any of the Businessesliabilities, except accounts payable, contracts, obligations, claims or demands of or against Seller arising from Seller's ownership of the Assumed Liabilities Assets or such other charges as are specifically allocated to operation of the Business. Seller shall indemnify, defend and hold Buyer elsewhere in this Agreementharmless from and against any of the foregoing.

Non-Assumption of Liabilities. Buyer does not and shall not assume or become obligated to pay be bound by any debtduties, obligation responsibilities, obligations or liability liabilities of Seller of any kind or nature nature, known, unknown, contingent or otherwise, other than those obligations and liabilities expressly assumed by it pursuant to Sections 2.3 and 2.4. Without limiting the generality of the foregoing, in no event shall Buyer assume or incur any Seller liability or the Businesses, whether obligation under this Agreement or not incurred or accrued otherwise in connection with the operation respect of any of the Businesses, except the Assumed Liabilities or such other charges as are specifically allocated to Buyer elsewhere in this Agreement.following: