Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The “Retained Liabilities Liabilities” as set forth in this section (d) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability obligation and liability of Seller other than the Assumed Liabilities, including, without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed LiabilitiesLiabilities as set forth in Section 2.4(a), including:whether incurred before, after or on the Closing Date.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every Liability of Seller Sellers, disclosed or undisclosed, other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall will remain the sole responsibility of and shall will be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall will mean every Liability each of Seller other than the Assumed following Liabilities and only the following Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding but not limited to:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerCompany. “Retained Liabilities” shall mean every Liability of Seller Company other than the Assumed Liabilities, includingincluding but not limited to:

Retained Liabilities. The Retained Liabilities" shall mean every Liability of Seller other than the Assumed Liabilities. All of the Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” Liabilities shall mean every Liability include, without limitation, all of Seller other than the Assumed Liabilities, including:following Liabilities (whether relating to the Procuren Operations or otherwise):

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:Retained

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” listed in Schedule 2.4(b) shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, retained and timely paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed performed, and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed LiabilitiesLiabilities as set forth in 2.4(a), including:whether incurred before, after or on the Closing Date.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:Sellers.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” Liabilities shall mean every Liability liability, debt or obligation of Seller other than the Assumed Liabilities, includingincluding but not limited to:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed LiabilitiesSeller, includingincluding but not limited to:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of of, and shall be retained, paid, performed and discharged solely by by, the Seller. “Retained Liabilities” shall mean every Liability of the Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of of, and shall be retainedretained by, paid, performed and discharged solely by Sellerthe Company. “Retained Liabilities” Liabilities shall mean every Liability of Seller the Company other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellereach of the Sellers, respectively, or, with respect to Liabilities of the Foreign Subsidiaries, paid prior to the Effective Time. “Retained Liabilities” shall mean every Liability of any Seller or any Foreign Subsidiary other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller Seller, other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “"Retained Liabilities” " shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Part 2.4(b) contains a list of Retained Liabilities” . "Retained Liabilities" shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole exclusive responsibility of of, and shall be retained, paid, performed and discharged solely by Sellerexclusively by, Seller in accordance with their respective terms. Notwithstanding anything to the contrary contained in Section 2.3(a) or elsewhere in this Agreement, “Retained Liabilities” shall mean mean, collectively, every Liability of Seller other than the Assumed Liabilities. Without limiting the generality of the foregoing, includingthe Retained Liabilities shall include:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller or any of its Subsidiaries other than the Assumed Liabilities, including, but not limited to:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. “Retained Liabilities” shall mean every Liability all Liabilities of the Seller other than the Assumed Liabilities, includingincluding without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “"Retained Liabilities” " shall mean every Liability of either Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed retained by Seller and discharged solely shall not be assumed by SellerBuyer. “"Retained Liabilities” " shall mean every Liability of Seller other than arising prior to the Assumed Liabilities, includingEffective Time including but not limited to:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of Seller and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole exclusive responsibility of of, and shall be retained, paid, performed and discharged solely by Sellerexclusively by, Seller in accordance with their respective terms. Notwithstanding anything to the contrary contained in Section 2.3 or elsewhere in this Agreement, “Retained Liabilities” shall mean mean, collectively, every Liability of Seller other than the Assumed Liabilities. Without limiting the generality of the foregoing, includingthe Retained Liabilities shall include:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Sellers. “Retained Liabilities” shall mean every Liability or obligation of Seller the Sellers other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability liability of the Seller other than the Assumed Liabilities, includingincluding without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely retained by Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability of Seller and every Liability of any Subsidiary of Seller, other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall not be assumed by the Purchaser, and shall remain the sole responsibility of of, and shall be retained, paid, performed and discharged solely by Sellerby, the Company. “Retained Liabilities” shall mean every Liability of Seller the Company other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Every liability of Seller other than the Assumed Liabilities shall remain the sole responsibility of and shall be retained, paid, performed performed, and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerVendor. “Retained Liabilities” shall mean every Liability of Seller Vendor other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability all Liabilities of Seller other than including but not limited to the following (to the extent not an Assumed Liabilities, including:Liability):

Retained Liabilities. The Notwithstanding any other provision herein, the Retained Liabilities shall remain the sole responsibility of and shall be retained, and timely paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding but not limited to:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller as of the Effective Time other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged retained solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the applicable Seller. “"Retained Liabilities” " shall mean every Liability of Seller Sellers other than the Assumed Liabilities, includingincluding without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller, certain of which may be paid by Buyer at Closing pursuant to Section 10.3. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than Seller, with the exception of the Assumed Liabilities, including:Liability.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability of Seller the Selling Parties other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean means every Liability of Seller other than the Assumed Liabilities. The parties hereto acknowledge as otherwise specified in this Agreement, including:Buyer is not agreeing to assume any Liability of Seller, whether related to the Assets or Business or otherwise, other than the Assumed Liabilities, and that nothing in this Agreement shall be construed as an agreement otherwise.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole exclusive responsibility of of, and shall be retained, paid, performed and discharged solely by exclusively by, Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed performed, and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding the following Liabilities of Seller:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained ‘‘Re- tained Liabilities” ’’ shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities Liabilities, Encumbrances and all other obligations, shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by SellerSeller (“Seller Obligations”). “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained following Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Sellers (the “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including”:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Every Liability of the Seller other than the Assumed Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of the Seller, and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability liability of Seller other than the Assumed LiabilitiesObligations, including, but not limited to:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “The Retained Liabilities” Liabilities shall mean every Liability of Seller other than include the Assumed Liabilities, includingfollowing:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller all Liabilities other than the Assumed Liabilities, including:Liability.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of of, and shall be retained, paid, performed and discharged solely by by, the Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe applicable Seller(s). Except as hereinafter provided, “Retained Liabilities” shall mean every Liability of Seller Sellers other than the Assumed Liabilities, includingincluding without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “"Retained Liabilities” " shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller, its successors or assigns. “"Retained Liabilities” " shall mean every Liability of Seller Seller, its successors or assigns, other than the Assumed Liabilities, including, but not limited to:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability liability of Seller (whether incurred prior to or following the Effective Time) other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability all Liabilities of the Seller other than the Assumed Liabilities, includingincluding without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, includingand notwithstanding anything to the contrary in Section 2.4(a), shall include, without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility responsibilities of Sellers and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean means every Liability of Seller other than the Assumed Liabilities, Liabilities including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Sellers. “Retained Liabilities” shall mean every Liability of Seller the Sellers other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Seller Parties. “Retained Liabilities” shall mean every Liability of the Seller Parties other than the Assumed Liabilities, including, but not limited to, the following:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every any Liability that is not expressly included in the definition of Seller other than the Assumed Liabilities and shall include all Refund Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than the that is not an Assumed Liabilities, including:Liability.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of of, and shall be retained, paid, performed and discharged solely by Sellerby, Seller or the Affiliates. “"Retained Liabilities” " shall mean every Liability of Seller and the Affiliates other than the Assumed LiabilitiesLiabilities and Liabilities that are not taken into account in computing the Adjustment Amount, including:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller Parties other than the Assumed LiabilitiesLiabilities as set forth in Section 2.6(a), including:whether incurred before, after or on the Closing Date.

Retained Liabilities. The Without limiting anything set forth in Section 1.2(a), the Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers or Shareholder. “"Retained Liabilities” " shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including, without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole exclusive responsibility of of, and shall be retained, paid, performed and discharged solely by exclusively by, Seller. “Retained Liabilities” shall mean every Liability liability (of any kind, character or description, whether known or unknown) of Seller other than the Assumed LiabilitiesLiabilities enumerated in Section 2.3 above, includingincluding without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller all Liabilities other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of of, and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:Liabilities which are specifically listed in Schedule 2.4(a).

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retainedretained by the Sellers. For purposes of this Agreement, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller the Sellers other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities (AS HEREINAFTER DEFINED) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability of Seller other than the Assumed Liabilities, including:.

Retained Liabilities. “Retained Liabilities” shall mean every Liability of Sellers other than the Assumed Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:Sellers.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including:.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers, their successors or assigns. “"Retained Liabilities” " shall mean every Liability of Seller Sellers, their successors or assigns, other than the Assumed Liabilities, including, but not limited to:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Sellers. “Retained Liabilities” shall mean each and every Liability liability of Seller the Sellers other than the Assumed Liabilities, including:, without limitation, all Environmental Liabilities arising out of (A) the operation of the Business prior to the Closing Date and (B) the Sellers’ leasing, ownership and operation of the Real Property used in the Business prior to the Closing Date.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Company. “"Retained Liabilities” " shall mean every Liability of Seller the Company other than the Assumed Liabilities, including:

Retained Liabilities. The Retained Liabilities shall will remain the sole responsibility of and shall will be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean means every Liability of Seller or Stockholder other than the Assumed Liabilities, includingincluding but not limited to the following:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSeller in accordance with their terms. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding without limitation:

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including, without limitation, and subject to, the following:

Retained Liabilities. The Retained Liabilities shall not be assumed by the Buyer but shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller or any Seller Affiliate (other than the Assumed Liabilities), including: