Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary and excluding the Assumed Liabilities (unless otherwise specified below), Buyer shall not assume, and shall not be deemed to have assumed, and Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below (collectively, the “Retained Liabilities”):

Retained Liabilities. Notwithstanding anything Buyer shall not assume or be liable for any liabilities or obligations of the Seller, whenever arising and whether primary or secondary, direct or indirect, absolute or contingent, contractual, tortuous or otherwise, other than those specifically identified or described in this Agreement to the contrary (all such liabilities and excluding the Assumed Liabilities (unless otherwise specified below), Buyer shall not assume, and shall not be deemed to have assumed, and Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities obligations of Seller set forth below (collectively, other than those specifically assumed by Buyer identified or described in this Agreement are hereinafter collectively referred to as the “"Retained Liabilities”):").

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary It is expressly understood and excluding agreed that other than the Assumed Liabilities (unless otherwise specified below)Liabilities, Buyer shall not assume, and nor shall not it be deemed to have assumedliable for, and any Liability or Contract of Seller (or any Affiliate thereof of any kind whatsoever), all of which shall be retained by Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below (collectively, are hereafter referred to as the “"Retained Liabilities”):" whether or not disclosed in the Financials. The Retained Liabilities shall remain the sole responsibility of Seller. Without limiting the foregoing, "Retained Liabilities" shall include:

Retained Liabilities. Notwithstanding anything Except for the Assumed Liabilities, and as otherwise provided in this Agreement to Agreement, the contrary and excluding the Assumed Liabilities (unless otherwise specified below), Buyer shall not assumeassume or be responsible for any claims against or commitments, contracts, agreements, obligations or other liabilities of the Sellers, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and shall not be deemed to have assumedwhether contractual, and Seller and its Affiliates shall be solely and exclusively liable with respect tostatutory, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below otherwise (collectively, the “Retained Liabilities”):).

Retained Liabilities. Notwithstanding Subject to the terms and conditions set forth in this Agreement, and notwithstanding anything in this Agreement to the contrary contrary, the Buyer will not assume or in any way become liable for, and excluding the Assumed Liabilities (unless otherwise specified below)Seller shall retain, and hold Buyer shall not assumeharmless from, and shall not be deemed to have assumed, indemnify and Seller and its Affiliates shall be solely and exclusively liable defend Buyer with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer all of the Seller’s and its Affiliates againstAffiliates’ debts, liabilities and obligations of any lossnature whatsoever, liabilitywhether accrued, damage absolute or expense arising from those certain specified Liabilities of Seller set forth below contingent, whether known or unknown, whether due or to become due, including, without limitation, the following (collectively, the “Retained Liabilities”):

Retained Liabilities. Notwithstanding anything in any other provision of this Agreement Agreement, except to the contrary and excluding the Assumed Liabilities (unless otherwise specified below)extent expressly assumed by Buyer pursuant to Section 1.3, Buyer shall not assumeassume or otherwise be responsible for or be bound by, and Sellers shall not be deemed to have assumed, and Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates againstremain responsible for, any lossliabilities or obligations of the respective Sellers of any kind or nature, liabilityknown or unknown, damage actual or expense contingent, matured or unmatured, liquidated or unliquidated, or otherwise, arising from those certain specified Liabilities out of Seller set forth below occurrences on or prior to the Closing Date (collectively, the “"Retained Liabilities”):"), which include, without limitation:

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary and excluding the Assumed Liabilities (unless otherwise specified below)contrary, other than Section 2.6(c) hereof, Buyer shall not assume, assume and shall not be deemed not to have assumedassumed and be responsible for, and Seller and its Affiliates shall be solely and exclusively liable with respect toand responsible for all debts, and shall payobligations, perform contracts or dischargeliabilities, indemnifywhether known or unknown, defend and hold harmless Buyer and its Affiliates againstcontingent or otherwise, any loss, liability, damage or expense arising from those certain specified which arise out of the conduct of the Business prior to the Closing which are not Assumed Liabilities of Seller set forth below (collectively, the “"Retained Liabilities”):"), including without limitation the following:

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary and excluding the Assumed Liabilities (unless otherwise specified below)contrary, Buyer Purchaser shall not assume, and shall not assume or be deemed obligated to have assumed, and Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, otherwise discharge any loss, liability, damage liabilities or expense arising from those certain specified obligations of any Seller other than the Assumed Liabilities of Seller set forth below (collectively, the “Retained Liabilities”):). The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellers. Without limiting the generality of the foregoing, the Retained Liabilities include the following:

Retained Liabilities. Notwithstanding anything in this Agreement Except for those liabilities expressly assumed by Buyer or any Affiliate designated by Buyer pursuant to the contrary and excluding the Assumed Liabilities (unless otherwise specified below)Section 2.3, Buyer shall not assume, assume and shall not be deemed to have assumedliable for, and Seller and its Affiliates Parent shall be retain and remain solely liable for and exclusively liable with respect to, and shall pay, perform or obligated to discharge, indemnifyall of the debts, defend contracts, agreements, commitments, obligations and hold harmless Buyer other liabilities of any nature whatsoever of Seller and its Affiliates againstdirect and indirect subsidiaries, any losswhether known or unknown, liabilityaccrued or not accrued, damage fixed or expense arising from those certain specified Liabilities of Seller set forth below contingent, including without limitation, the following (collectively, the “Retained Liabilities”):

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary and excluding the Assumed Liabilities (unless otherwise specified below)set forth in this Agreement, Buyer Purchaser shall not assume, and shall not or be deemed to have assumed, and Seller and its Affiliates the Sellers shall be solely and exclusively liable with respect to, all Liabilities, other than the Assumed Liabilities, of Sellers and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its their Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below (collectively, the “"Retained Liabilities”):"), including the following:

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary and excluding Except for the Assumed Liabilities (unless otherwise specified below)Liabilities, Buyer shall not assume, and shall not be deemed obligated to have assumed, and Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnifyany debts, defend liabilities or obligations of Seller, whether actual, contingent or accrued, known or unknown, which liabilities shall be retained by Seller and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below (collectively, shall hereafter be referred to as the “Retained Liabilities”):"

Retained Liabilities. Notwithstanding anything else in this Agreement to the contrary and excluding contrary, except for the Assumed Liabilities (unless otherwise specified below)Liabilities, Buyer shall not assume, assume and shall not be deemed to have assumed, and Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, for any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below or any of its Affiliates (collectively, the “Retained Liabilities”):), each of which will be retained and paid, performed and discharged when due by Seller or its Affiliates (other than the Real Estate Subsidiaries), including the following Retained Liabilities:

Retained Liabilities. Notwithstanding anything Except for the Assumed Liabilities, and as otherwise expressly provided in this Agreement to Agreement, the contrary and excluding the Assumed Liabilities (unless otherwise specified below), Buyer shall not assumeassume or be responsible for any claims against or commitments, contracts, agreements, obligations or other liabilities of the Sellers, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and shall not be deemed to have assumedwhether contractual, and Seller and its Affiliates shall be solely and exclusively liable with respect tostatutory, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below otherwise (collectively, the “Retained Liabilities”):).

Retained Liabilities. Notwithstanding anything Except as specifically set forth in this Agreement to the contrary and excluding the Assumed Liabilities (unless otherwise specified below)Agreement, Buyer shall not assume, and shall not be deemed to have assumed, and Seller and its Affiliates shall be solely and exclusively liable or become obligated with respect to, and shall pay, perform any obligations or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities liabilities of Seller set forth below (and Seller shall remain unconditionally liable therefor), including the following (collectively, the “Retained Liabilities”):

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary and excluding contrary, except for the Assumed Liabilities Liabilities, Buyer does not assume and is not liable for any responsibility, obligation, duty, commitment, claim or liability, whether known or unknown, accrued, absolute, contingent or otherwise (unless otherwise specified below“Liability”), Buyer shall of Seller, of any nature whatsoever, whether or not assume, and shall not be deemed related to have assumed, and the Business (the Liabilities being retained by Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below (collectively, being hereinafter collectively referred to as the “Retained Liabilities”):). Without limiting the generality of the foregoing, the following are expressly included among the Retained Liabilities: