Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Other than the Assumed Liabilities, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to the conduct of the Business (collectively, the “Retained Liabilities”). The Retained Liabilities shall include:

Retained Liabilities. Other than the Assumed LiabilitiesSeller shall retain, and Buyer shall not assume or in any way be liable for the paymentfor, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Liabilities of Seller shall retain and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to other than the conduct of the Business Assumed Liabilities (collectively, the “Retained Liabilities”). The , which Retained Liabilities shall include, without limitation:

Retained Liabilities. Other than the Assumed Liabilities, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually not be responsible to pay, perform or otherwise discharge when due, any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (all liabilities relating to the conduct of the Business (that are not Assumed Liabilities, collectively, the “Retained Liabilities”). The Retained Liabilities shall include, including the following:

Retained Liabilities. Other than Except for the Assumed Liabilities, the Buyer shall not assume or in any way be liable responsible for the payment, performance or discharge of any liabilities of the Seller or any of its Affiliates, including the following liabilities (the liabilities retained by the Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to the conduct of the Business (collectively, the “Retained Liabilities”). The , which Retained Liabilities shall includeremain the responsibility and obligation of the Seller or one or more of its Affiliates after Closing:

Retained Liabilities. Other Notwithstanding anything to the contrary contained herein, the Sellers shall retain, and Purchaser shall not assume, any and all Liabilities of the Sellers or any of their respective Affiliates other than those specifically included in the Assumed Liabilities, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to the conduct of the Business Liabilities (collectively, the “Retained Liabilities”). The Retained Liabilities shall include, including:

Retained Liabilities. Other than Except for the Assumed LiabilitiesLiabilities as provided in Section 1.3, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually paynot be responsible for, perform any Liabilities of Seller (or otherwise discharge when dueany Affiliate or predecessor thereof), all liabilities relating to of which Liabilities shall be and remain the conduct sole responsibility of the Business Seller (collectively, or its Affiliate) (the “Retained Liabilities”). The Retained Liabilities shall include, including all of the following Liabilities:

Retained Liabilities. Other than Notwithstanding anything herein to the Assumed Liabilities, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoingcontrary, Seller shall retain and Buyer shall punctually not assume, agree to pay, perform or otherwise discharge when dueany Liabilities or obligations of Seller or its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (such liabilities not assumed by Buyer, all liabilities relating to the conduct of the Business (collectively, the “Retained Liabilities”). The “Retained Liabilities Liabilities” shall includeinclude the following:

Retained Liabilities. Other than Except for the Assumed Liabilities, Buyer shall not assume or in become obligated with respect to any way be liable for Liability of the payment, performance or discharge Seller Group of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to the conduct of the Business nature whatsoever (collectively, the “Retained Liabilities”). The , and the Seller Group shall retain and shall pay, discharge and perform all of the Retained Liabilities shall includeLiabilities, including:

Retained Liabilities. Other than Except for the Assumed Liabilities, Buyer shall not assume pursuant to this Agreement or in the Transactions, and shall have no liability for, any way be liable for the payment, performance or discharge of any liabilities Liabilities of Seller, and for the avoidance or any of doubt and without limiting the generality its predecessors in interest, of the foregoingany kind, Seller shall retain and shall punctually pay, perform character or otherwise discharge when due, all liabilities relating to the conduct of the Business description whatsoever (collectively, the “Retained Liabilities”), all of which shall continue to be Liabilities of Seller. The Without intending to limit the generality or effect of the foregoing, Retained Liabilities shall includeinclude the following Liabilities of Seller and its respective predecessors in interest:

Retained Liabilities. Other than Seller shall be responsible for any and all of its Liabilities not included within the Assumed Liabilities, and Buyer shall not assume or in any way be liable for any Liabilities of Seller other than the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to the conduct of the Business Assumed Liabilities (collectively, the “Retained Liabilities”). The Retained Liabilities shall include, including, without limitation:

Retained Liabilities. Other The Seller Entities shall retain, and Purchaser shall not assume, any Liabilities of the Business, the Seller or any of its Affiliates, other than the Assumed Liabilities, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to the conduct of the Business Liabilities (collectively, the “Retained Liabilities”). The Retained Liabilities shall include:.

Retained Liabilities. Other than the Assumed Liabilities, Buyer shall will not assume or in any way be liable for the paymentany other Liabilities, performance or discharge of any liabilities of Sellerincluding Retained Liabilities, and Seller will remain responsible for the avoidance of doubt paying, performing and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform or otherwise discharge when due, discharging all liabilities relating to the conduct of the Business (collectively, the such Liabilities. “Retained Liabilities”). The Retained Liabilities ” shall include, without limitation, the following:

Retained Liabilities. Other than Except for the Assumed Liabilitiesliabilities and obligations expressly referred to in Section 2.1 or except as specifically agreed to herein, Buyer shall will not assume or in otherwise be responsible for any way be liable for the payment, performance other liabilities or discharge obligations of Seller or any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform 's Affiliates or otherwise discharge when due, all any other liabilities relating to the conduct or obligations that arise out of the Business or the Transferred Assets, regardless of their nature (collectively, the “"Retained Liabilities”"). The All of the Retained Liabilities shall include:be retained by and remain liabilities and obligations of Seller.