Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding Except as specifically set forth in Section 2.01(c), the provisions of Section 2.03 Buyer is not assuming or any other provision in this Agreement agreeing to the contrary, Buyer shall not assume and shall not be responsible to pay, perform pay or discharge any Liabilities of Seller the liabilities, commitments or obligations of the Sellers (or any of its Affiliates their Affiliates) of any kind or nature whatsoever other than the Assumed Liabilities (all such liabilities, commitments and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “"Excluded Liabilities”"). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform perform, or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are that Seller is obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1.3 or any other provision in this Agreement to the contrary, Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller the Company or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller The Company shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision in this Agreement any Transaction Document to the contrary, Buyer shall not assume and shall not be responsible to pay, perform perform, or discharge any Liabilities of any Seller Party or relating to the Business or any of its Affiliates any Seller's assets of any kind or nature whatsoever whatsoever, other than the Assumed Liabilities (the “"Excluded Liabilities”"). Seller shall, Sellers shall be jointly and shall cause each severally liable for the full payment and discharge of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay as and satisfywhen due. Without limiting the generality of the foregoing, the The Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.04(a) or any other provision in this Agreement to the contrary, Buyer neither Purchaser nor the Company shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “"Excluded Liabilities”"). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 3.1 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever whatsoever, whether presently in existence or arising hereafter, other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall be solely responsible for all Excluded Liabilities and shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer Buyers shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Parent shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, The Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). The Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in of this Agreement to the contrary, including Section 2(c), the Buyer is not assuming and the Seller shall not assume and shall not be responsible to pay, discharge, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever otherwise satisfy, all liabilities other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, including the following:

Excluded Liabilities. Notwithstanding anything to the provisions of Section 2.03 or any other provision contrary contained in this Agreement to the contraryAgreement, Buyer and its Affiliates shall not assume by virtue of this Agreement or any Other Transaction Agreement, or the transactions contemplated hereby or thereby, or otherwise, and shall not have no liability for, and Sellers shall retain and be fully responsible to payfor paying, perform or discharge performing and discharging when due, any and all Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. ): Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer The Buyers shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller the Sellers or any of its their Affiliates (other than the Buyer Group) of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller The Sellers shall, and shall cause each of its their Affiliates (other than the Buyer Group) to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller any of the Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Each of the Sellers shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Except as specifically provided in Section 2.03 or any other provision in this Agreement to the contrary4.02, Buyer shall not assume and shall not assume, nor be responsible obligated to pay, perform or discharge discharge, any Liabilities of Seller or any of its Affiliates of any kind Affiliates, whether actual, contingent or nature whatsoever other than the Assumed accrued, known or unknown, which Liabilities shall be retained by Seller and its Affiliates, as applicable (such retained Liabilities shall hereafter be referred to as the “Excluded Liabilities”). Seller shallFor the avoidance of doubt, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without without limiting the generality of the foregoingpreceding sentence, the Excluded Liabilities shall include, but not be limited to, include all of the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1.02 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities liabilities of Seller or any of its Affiliates affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall the Buyers are assuming only the Assumed Liabilities and are not assume and shall not be responsible to pay, perform assuming any other liability or discharge obligation of any Liabilities of Seller or any of its Affiliates of any kind whatever nature, whether presently in existence or nature whatsoever arising hereafter. All such other than the Assumed Liabilities liabilities and obligations shall be retained by and remain liabilities and obligations of such Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding Neither the provisions Purchaser nor its Affiliates shall assume or become responsible for any liabilities or other obligations of the Seller or its Affiliates except to the extent set forth in Section 2.03 or any other provision 2.4 of this Agreement. All Excluded Liabilities, including those set forth in this Agreement to Section 2.3, shall remain the contrarysole obligation and responsibility of the Seller and its Affiliates. The Excluded Liabilities include, Buyer shall but are not assume and shall not be responsible to paylimited to, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities following (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding Subject to the provisions of Section 2.03 or 2.02 but notwithstanding any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of any Seller Party or any of its their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Each Seller Party shall, and shall cause each of its respective Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 3.1 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following, except to the extent specified as an Assumed Liability:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller the Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller The Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1.6 or any other provision provisions in this Agreement to the contrary, Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and the Seller shall cause each of its Affiliates to, pay and satisfy in due course remain responsible for all such Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoingthis Section 1.7, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (all such Liabilities being herein called the “Excluded Liabilities”). Seller shall) and, and shall cause each of its Affiliates tonotwithstanding anything to the contrary in Section 2.3, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality none of the foregoing, the Excluded following shall be Assumed Liabilities shall include, but not be limited to, the followingfor purposes of this Agreement:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer the Purchaser shall not assume and shall not be responsible obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of the Sellers, and the Sellers shall be solely and exclusively liable with respect to all Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever the Sellers, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Seller shallFor the purpose of clarity, and shall cause each without limitation of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited towithout limitation, each of the followingfollowing liabilities of the Sellers:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer the Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller the Sellers or any of its their Affiliates of any kind or nature whatsoever whatsoever, whether presently in existence or arising hereafter, other than the Assumed Liabilities (the “Excluded Liabilities”). Seller The Sellers shall be solely responsible for all Excluded Liabilities and shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1(c) or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision in this Agreement to the contrary, Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates the Company of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller The Company shall, and shall cause each of its their respective Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course as soon as practicable all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the followingfollowing Liabilities of Seller or any of its Affiliates:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of any Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Each Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course as soon as practicable all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.5 or any other provision provisions in this Agreement to the contrary, Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and the Seller shall cause each of its Affiliates to, pay and satisfy in due course remain responsible for all such Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoingthis Section 2.6, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the followingfollowing Liabilities:

Excluded Liabilities. Notwithstanding anything to the provisions of Section 2.03 or any other provision contrary in this Agreement to the contraryAgreement, Buyer shall Purchaser will not assume and shall not be responsible to payassume, perform pay or discharge any Liabilities debts, liabilities, obligations, contracts, loans, commitments or undertakings of Seller, whether fixed, contingent or otherwise, unless expressly described in Section 3.01. All liabilities of the Business, the Seller, any Seller Shareholder or any of its Affiliates of any kind their, or nature whatsoever other than the their respective affiliates’, employees, officers, directors, agents or attorneys, that are not Assumed Liabilities (Liabilities, shall hereafter be referred to as the “Excluded Liabilities”). Seller shall, ” and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited towithout limitation, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their respective Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay indemnify and satisfy in due course hold harmless Buyer from all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of any Seller Party or any of its Affiliates other Person of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). The Seller shall, and Parties shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision anything contained in this Agreement Section 2.2 to the contrary, except to the extent specifically assumed by Buyer under Section 2.2(a)(i), (ii), (iii) or (iv), Buyer shall not assume and shall not be responsible obligated to pay, perform or discharge any Liabilities liabilities, obligations, costs and expenses of Seller, including without limitation any and all liabilities, obligations or commitments of Seller or (except those that constitute Assumed Liabilities) relating to and arising out of any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities following (the “"Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:"):

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay pay, perform and satisfy discharge in due course all Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited tosubject to Section 6.17 (relating to Transfer Taxes), the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but are not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities liabilities of Seller Seller, Parent or any of its Affiliates their affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller and Parent, as applicable, shall, and shall cause each of its Affiliates their affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer neither Buyers nor any of their Affiliates shall not assume and shall not or be responsible to pay, perform or discharge any Liabilities of Seller Seller, Timmins or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which that they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1.3 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.2 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting For the generality avoidance of the foregoingdoubt, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Parent or Seller or any of its their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “"Excluded Liabilities”"). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1.5 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of any Seller or any of its their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Each Seller shall, and shall cause each of its respective Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding Other than the provisions of Section 2.03 or any other provision in this Agreement to the contraryAssumed Liabilities, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its subsidiaries or controlled Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Seller shall, and shall cause each of its subsidiaries or controlled Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoingforgoing, the Excluded Liabilities shall include, but not be limited to, the following:: ​

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrarycontrary (other than Section 2.3), Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which that they are obligated to pay and satisfy. Without limiting the generality of the foregoing, but subject to Section 2.3, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to 2.3, the contrary, Buyer Assumed Liabilities shall not assume include, and Purchaser shall not be responsible assume, nor shall it agree to pay, perform or discharge any discharge, and the Seller shall retain all Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include each of the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers, or any Affiliates of its Affiliates Sellers, of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and Sellers shall cause each of its Affiliates to, pay and satisfy in due course all concurrently with the Closing the Excluded Liabilities which they are obligated to pay and satisfyforth on Exhibit B hereto. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited towithout limitation, the followingfollowing Liabilities of Sellers:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, contrary Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:.

Excluded Liabilities. Notwithstanding Except for the provisions of Section 2.03 or any other provision in this Agreement to the contraryAssumed Liabilities, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Shareholders, Seller or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Shareholders and Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision in this Agreement to the contrary, neither Buyer nor any Affiliate thereof shall not assume assume, and shall not be responsible to pay, perform or discharge discharge, any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the 520332.000001 25576304.5 “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1.03 or any other provision in of this Agreement or any Ancillary Document to the contrary, Buyer is not assuming, nor shall not assume and shall not be responsible Buyer have any obligation to pay, perform or discharge discharge, any Liabilities of Seller Seller, any of Seller’s Affiliates or any of its Affiliates of any kind or nature whatsoever other Person, other than the Assumed Liabilities (all such other Liabilities, the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay pay, perform and satisfy in due course discharge, as and when due, all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:Liabilities.

Excluded Liabilities. Notwithstanding the provisions of Section ‎Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller the Selling Parties or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.6 or any other provision provisions in this Agreement to the contrary, Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and the Seller shall cause each of its Affiliates to, pay and satisfy in due course remain responsible for all such Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoingthis Section 2.7, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer the Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller the Vendor or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are it is obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding anything to the provisions of Section 2.03 or any other provision contrary in this Agreement to the contraryAgreement, Buyer shall not assume and shall not be responsible to pay, perform or discharge and shall have no responsibility for any Liabilities of Seller Seller, MMAC, the MMAC Subsidiaries, MEC or any of its their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Obligations (collectively, the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:following (other than the Obligations, which shall not be Excluded Liabilities):

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Parent or Seller or any of its their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.04 or any other provision in this Agreement to the contrary, Buyer Buyers shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “"Excluded Liabilities”"). Seller Sellers shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer Buyers shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement or any other writing to the contrarycontrary (including in particular Section 2.3), except for the Assumed Liabilities, Buyer shall not assume and shall not be liable or responsible to pay, perform or otherwise discharge any Liabilities Liability of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Seller shall, and shall cause each all of its Affiliates to, pay and satisfy in due course all which Excluded Liabilities which they are obligated to pay shall be retained by and satisfyremain Liabilities of Seller and/or its Affiliates. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding Section 2(c) hereof, the provisions of Section 2.03 or any other provision in this Agreement to Buyer is not assuming, and the contrary, Buyer Seller shall not assume retain and be responsible for and shall not be responsible to paypay and discharge when due, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities following liabilities and obligations (collectively, the “"Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:"):

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any the following Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). , which Seller shall, and or shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded following Liabilities shall include, but not be limited to, the followingconstitute Excluded Liabilities:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement anything to the contrarycontrary herein or in any Schedule or Exhibit hereto, Buyer except as specified in Section 2.3 above, Purchaser shall not assume and shall not be responsible to payany liabilities, perform obligations or discharge any Liabilities commitments of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, which shall remain the liabilities, obligations and shall cause each commitments of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfySeller. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but and shall not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, no member of the Buyer Group shall not assume and nor shall not any one of them be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.02 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “"Excluded Liabilities”"). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1.4 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform perform, or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding Except for the provisions of Section 2.03 or any other provision in this Agreement to the contraryAssumed Liabilities, Buyer Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and the Seller shall cause each of its Affiliates to, pay and satisfy in due course remain responsible for all such Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoingthis Section 1.6 and notwithstanding any other provision hereof, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.3 or any other provision anything to the contrary contained in this Agreement to the contraryAgreement, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding Except as expressly set forth in Section 2.3, the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not or be responsible to pay, perform or discharge for any other Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Xxxxxx Subsidiary (collectively, the “Excluded Liabilities”). Seller shallThe Excluded Liabilities shall remain the sole responsibility and obligation of, and shall cause each of its Affiliates tobe retained, pay paid, performed and satisfy discharged by, Seller or the Xxxxxx Subsidiary, as applicable, in due course all Excluded Liabilities which they are obligated accordance with the terms thereof. Notwithstanding anything to pay and satisfy. Without limiting the generality of the foregoingcontrary set forth in this Agreement, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. Notwithstanding anything to the contrary set forth in this Section 2.4 or elsewhere in this Agreement, and without limiting the provisions of Section 2.03 or any other provision in this Agreement to the contrary2.3, Buyer shall not assume and shall not be responsible to pay, perform perform, satisfy or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever Subsidiaries, other than the Assumed Liabilities Liabilities, as of the Closing Date (collectively, the “Excluded Liabilities”). Seller shallFor the avoidance of doubt, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded following Liabilities shall include, but not be limited to, the followingExcluded Liabilities:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions any provision of Section 2.03 or any other provision in this Agreement to the contrary, except as otherwise provided in Section 2.3 above, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited towithout limitation, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer Buyers shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course as soon as practicable all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.04 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of any Seller Party or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Parties shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding anything to the provisions of Section 2.03 or any other provision contrary contained in this Agreement to Agreement, the contrary, Buyer shall not assume or be obligated (and Sellers and their Subsidiaries shall not be responsible retain their respective obligations) to pay, perform or otherwise assume or discharge any Liabilities of Seller Sellers or any Subsidiary of its Affiliates of any kind or nature whatsoever other than Sellers, except for the Assumed Liabilities (the “Excluded Liabilities”). Seller shallIn addition, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded the following Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Sellers and their Affiliates shall be Excluded Liabilities shall include, but not be limited to, the followingLiabilities:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Seller, Principals, or any of its their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause Principals and each of its their respective Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer the Buyers shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller the Sellers or any of its their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller The Sellers shall, and shall cause each of its their respective Affiliates to, pay pay, discharge and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfyLiabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, include the following:

Excluded Liabilities. (a) Notwithstanding anything to the contrary set forth in this Section 2.4 or elsewhere in this Agreement, and without limiting the provisions of Section 2.03 or any other provision in this Agreement to the contrary2.3, Buyer shall not assume and shall not be responsible to pay, perform perform, satisfy or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever Sellers, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, all of the Excluded following Liabilities shall include, but not be limited to, the followingExcluded Liabilities:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 1.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Sellers shall, and shall cause each of its their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer Buyers shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not or be obligated or be responsible to pay, perform perform, satisfy or otherwise discharge any Liabilities whatsoever of Seller or any that are not specifically set forth in Section 2(c) of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Disclosure Letter (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all The Excluded Liabilities which they are obligated to pay and satisfy. Without limiting include without limitation the generality Liabilities set forth in Section 2(d) of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:Disclosure Letter.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 2.6(a) or any other provision in this Agreement to the contrarycontrary notwithstanding, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: