Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities of Seller or any of its subsidiaries (the "Retained Liabilities"):

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Seller including Seller's Liabilities under this Agreement and the Operative Agreements and including, but not limited to, the following liabilities of Seller or any of its subsidiaries (the "Retained Liabilities"):

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated herebyassume, and shall be deemed not to have no liability forassumed, any Liabilities of Seller, any of its Subsidiaries or the following liabilities of Seller or any of its subsidiaries Business, other than the Assumed Liabilities specified in Section 2.3(a) (collectively, the "Retained Liabilities"):).

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability forfor any Liabilities of Seller including Seller's Liabilities under this Agreement and the Operative Agreements and including, any of but not limited to the following liabilities of Seller or any of its subsidiaries (the "Retained Liabilities"):

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated herebyassume, and shall be deemed not to have no liability forassumed, any Liabilities of Seller, any of its Subsidiaries or the following Business, except as specifically provided in Section 2.3(a). All other liabilities, known or unknown, contingent or otherwise shall remain the obligations of Seller. Retained Liabilities shall include all liabilities of Seller or any of its subsidiaries (the "Retained other than Assumed Liabilities"):, including but not limited to:

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities Liabilities of Seller (including, without limitation, those related to the Business) of any kind, character or any of its subsidiaries description whatsoever (the "“Retained Liabilities"):”).

Retained Liabilities. Notwithstanding anything in any other provision of this Agreement or any other writing to the contrary, Purchaser shall not assume by virtue and regardless of this Agreement or any information disclosed to the transactions contemplated hereby, and shall have no liability for, any of the following liabilities of Seller Buyer or any of its subsidiaries Affiliates or representatives, the Buyer does not assume and has no responsibility for any Liabilities or Indebtedness that are not Assumed Liabilities (such unassumed Liabilities, collectively, the "“Retained Liabilities"):”), which Retained Liabilities shall include, without limitation:

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated herebyassume, and shall be deemed not to have no liability forassumed, any of the following liabilities Liabilities of Seller or any the Business, except as specifically provided in Section 2.3(a). All other liabilities, known or unknown, contingent or otherwise shall remain the obligations of its subsidiaries (the "Seller. Retained Liabilities shall include all liabilities other than Assumed Liabilities"):, including but not limited to:

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, the Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of the following liabilities Seller of Seller any kind, character or any of its subsidiaries description whatsoever (the "RETAINED LIABILITIES"). Notwithstanding anything in Section 1.2(a) or in any other provision of this Agreement to the contrary, the Retained Liabilities"):Liabilities shall include, without limitation, the following:

Retained Liabilities. Notwithstanding anything to the contrary in this Agreement to Agreement, the contrary, Purchaser Buyer shall not assume by virtue of this Agreement or the transactions contemplated herebynor be deemed to have assumed, and shall have no liability forresponsibility or obligation with respect to, any of the following liabilities of Seller or any of its subsidiaries (Retained Liabilities and such Retained Liabilities shall remain the "sole responsibility of, and shall be retained, paid, performed and discharged solely by, the applicable Seller. “Retained Liabilities"):” the following Liabilities of the Sellers:

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities Liabilities of Seller (including, without limitation, those related to the Business) of any kind, character or any of its subsidiaries description whatsoever (the "Retained Liabilities"):). Seller shall discharge in a timely manner or shall make adequate provision for all of the Retained Liabilities.

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, neither Purchaser nor any of its Affiliates shall not assume by virtue of this Agreement or the transactions contemplated hereby, and in no event shall be deemed to have no liability forassumed, any of the following liabilities Liability of Seller or any of its subsidiaries Affiliates whatsoever (collectively, the "“Retained Liabilities"):”), other than as specifically set forth in Section 1.3. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following:

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Targets (including, without limitation, those related to the following liabilities Business) of Seller any kind, character or any of its subsidiaries description whatsoever (the "“Retained Liabilities"):”).

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, the Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities of the following liabilities Company of Seller any kind, character or any of its subsidiaries description whatsoever (the "“Retained Liabilities"):”). Without limiting the generality of the foregoing, the Purchaser shall not assume the following:

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities of Seller (including those related to the Business) of any kind, character or any of its subsidiaries description whatsoever (the "“Retained Liabilities"):”).

Retained Liabilities. Notwithstanding anything any provision in this Agreement to the contraryAgreement, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated herebyin any way be responsible for, and Seller shall have no liability forretain and be responsible for any debts, any of the following claims, commitments, liabilities and obligations of Seller or any of its subsidiaries which are not Assumed Liabilities (the "“Retained Liabilities"):”), including, without limitation, the following:

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Seller, including Seller's Liabilities under this Agreement and the Operative Agreements including, but not limited to, the following liabilities of Seller or any of its subsidiaries (the "Retained Liabilities"):

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities Liabilities of Seller or Acorn or any Subsidiary of its subsidiaries any kind, character or description whatsoever (collectively, the "Retained Liabilities"):), including without limitation:

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser Purchasers shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Seller, including but not limited to Seller's Liabilities under this Agreement and the other Transfer Agreements and the following liabilities of Seller or any of its subsidiaries (collectively the "Retained Liabilities"):

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, the Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities of the following liabilities Company of Seller any kind, character or any of its subsidiaries description whatsoever (the "Retained Liabilities"):). Without limiting the generality of the foregoing, the Purchaser shall not assume the following:

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, the Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities of the following liabilities of Seller or any of its subsidiaries (which were incurred with Seller’s knowledge prior to the "Retained Liabilities"):Closing which are not associated with the Included Assets.

Retained Liabilities. Notwithstanding anything in any other provision of this Agreement to the contraryAgreement, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities Liability of Seller or any and its Affiliates other than the Assumed Liabilities, each of which shall be retained and paid, performed and discharged when due by Seller and its subsidiaries Affiliates including but not limited to those set forth below (such Liabilities being collectively referred to hereinafter as the "“Retained Liabilities"”):

Retained Liabilities. Notwithstanding anything any other provisions in this Agreement to Agreement, the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities of the following liabilities of Seller (or any Affiliates of its subsidiaries Seller), whether relating to the Purchased Assets, the Business or otherwise, other than, for the avoidance of doubt, the Assumed Liabilities set forth in Section 1.3 (all such liabilities other than the "Assumed Liabilities, collectively, the “Retained Liabilities"):”).

Retained Liabilities. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, be liable for any of the following liabilities or obligations of Seller or any of its subsidiaries (the "Retained Liabilities") and none of the following liabilities or obligations shall be Assumed Liabilities for purposes of this Agreement (and Seller agrees to retain, remain liable for and to fully and timely discharge, and to hold Purchaser harmless from, such Retained Liabilities):

Retained Liabilities. Notwithstanding anything Except for the Assumed Liabilities and as set forth in this Agreement to or the contraryOperative Agreements, Purchaser shall not assume by virtue of this Agreement or any of the Operative Agreements or the transactions contemplated herebyhereby or thereby, and shall have no liability for, any Losses of the following liabilities Sellers of Seller any kind, character or any of its subsidiaries description whatsoever or wheresoever (the "Retained Liabilities"):)

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, -------------------- Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities Liabilities of Seller (including, without limitation, those related to the Business or any Benefit Plans) of its subsidiaries any kind, character or description whatsoever (the "Retained Liabilities"):).

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or any of the Operative Agreements or the transactions contemplated herebyhereby or thereby, and shall have no liability for, any of the following liabilities Losses of Seller of any kind, character or any of its subsidiaries description whatsoever (the "Retained Liabilities"):).

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities or Indebtedness of Seller or its Affiliates of any of its subsidiaries kind, character or description whatsoever except for the Assumed Liabilities (the "Retained Liabilities"):). Seller will discharge all of the Retained Liabilities on a timely basis.

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, the Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities of either of the following liabilities Companies of Seller any kind, character or any of its subsidiaries description whatsoever (the "Retained LiabilitiesRETAINED LIABILITIES"):). Without limiting the generality of the foregoing, the Purchaser shall not assume the following: