Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”"EXCLUDED LIABILITIES"), and, notwithstanding anything to the contrary in Section 2.03this Agreement and without limiting the foregoing, none of the following shall be Assumed Liabilities for the purposes of this AgreementAgreement but rather shall be Excluded Liabilities:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any Affiliate of Seller (or any predecessor owner of all or part of its Affiliates business and assets) of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contraryAgreement, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller Seller, the LIN Companies or any of its their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller Seller, the LIN Companies or its their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability Liability or obligation of the Seller (or any predecessor owner of all or part of its Affiliates respective business and assets) of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities Liabilities and obligations shall be retained by and remain obligations and liabilities Liabilities of the Seller or its Affiliates (all such liabilities Liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller (or any predecessor owner of all or part of its Affiliates business and assets) of whatever nature, nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in this Section 2.032.04, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement anything else contained herein to the contrary, the Buyer shall not assume only and shall have no obligation to pay, satisfy, perform, discharge or fulfill any liabilities or obligations of the Seller (whether known or unknown, liquidated or unliquidated, contingent or fixed) other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature(collectively, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . The Excluded Liabilities shall remain the contrary in Section 2.03, none liabilities and obligations of the following Seller and shall not be Assumed Liabilities for assumed by the purposes Buyer pursuant hereto (regardless of whether any such liabilities or obligations are disclosed in this Agreement). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Affiliates of whatever nature, nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding and Seller will pay all such Excluded Liabilities as they become due. Notwithstanding anything to the contrary in this Section 2.032.04, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any of the other Acquisition Documents to the contrary, Buyer shall assume Purchaser is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation Liability of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations Liabilities of Seller shall be retained by and remain obligations and liabilities Liabilities of the Seller or its Affiliates (all such liabilities and obligations Liabilities of Seller not being assumed by Purchaser being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to . Without limiting the contrary in Section 2.03generality of the foregoing, none of the following shall be Assumed Liabilities Liabilities, and all of the following shall be Excluded Liabilities, for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the any Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter, including without limitation those Contracts and the liabilities associated therewith, set forth or referenced on Schedule 2.03 attached hereto, as well as those Contracts of Sellers that are not identified by Buyers as Assumed Contracts as set forth herein. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any Affiliate of Seller (or any predecessor owner of all or part of its Affiliates business and assets) of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller (or any predecessor owner of all or part of its Affiliates business and assets) of whatever nature, nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding and Seller will pay all such Excluded Liabilities as they become due. Notwithstanding anything to the contrary in this Section 2.032.04, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability Liability or obligation of the Seller (or any predecessor owner of all or part of its Affiliates business and assets) of whatever nature, whether presently in existence or arising or asserted hereafter. All such other liabilities Liabilities and obligations shall be retained by and remain obligations and liabilities Liabilities of the Seller or its Affiliates (all such liabilities Liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the either Seller (or any predecessor owner of all or part of its Affiliates business and assets) of whatever nature, nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in this Section 2.032.04, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement to Except for the contraryAssumed Liabilities, Buyer shall not assume only or be obligated to assume, and under the Assumed Liabilities terms of this Agreement (except as otherwise specifically provided herein) Buyer shall not be obligated to pay for, satisfy or perform, and neither none of the assets of Buyer nor shall be or become liable for, any liability, indebtedness, commitment or other obligation of Seller, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising, or otherwise (collectively, the "Excluded Liabilities"), including but not limited to any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and following liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this AgreementAffiliates:

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the any Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter, including without limitation those Contracts and the liabilities associated therewith, set forth or referenced on Schedule 2.03 attached hereto, as well as those Contracts of Sellers that are not identified by Sellers as Assumed Contracts as set forth herein. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Seller Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary set forth in Section 2.03this Agreement, none the Buyer shall have no obligation to assume from the Seller pursuant to this Agreement, and the Seller shall have no right or obligation to convey, transfer or assign to the Buyer pursuant to this Agreement, any Liabilities of the following shall be Seller other than the Assumed Liabilities for (collectively, the purposes "EXCLUDED LIABILITIES"). Without limiting the generality of this Agreementthe foregoing, the Excluded Liabilities shall expressly include (and, therefore, the Assumed Liabilities shall exclude) the following Liabilities:

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume Buyers are assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume are not assuming any other liability or obligation of the Seller or any of its Affiliates Business of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”"EXCLUDED LIABILITIES"). Without limiting the foregoing, and, notwithstanding anything to the contrary in Section 2.03, none each of the following shall be Assumed Excluded Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:.

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Affiliates Sellers of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates Sellers (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything . Notwithstanding any provision in this Agreement to the contrary in Section 2.03contrary, none of the following shall be Assumed Excluded Liabilities for the purposes of this Agreementinclude:

Excluded Liabilities. Notwithstanding any provision in of this Agreement to the contrary, Buyer Purchaser shall not assume only any liabilities, obligations, or commitments of Seller relating to or arising out of the operation of the Business or the ownership of the Assets other than the Assumed Liabilities Liabilities, and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever natureall such liabilities, whether presently in existence or arising hereafter. All such other liabilities obligations, and obligations commitments shall be retained by and remain obligations and liabilities Seller (the "Excluded Liabilities"). Without limiting the generality of the Seller or its Affiliates (foregoing, all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Excluded Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall assume Purchaser is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Affiliates of whatever nature, nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller, as the Seller or its Affiliates case may be (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to the contrary in Section 2.03this Agreement, except as set forth in the Management Agreement, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller Parties or any Affiliate of its Affiliates the Seller Parties (or any predecessor owner of all or part of their respective business and assets) of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller Parties or its their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement anything else contained herein to the contrary, Buyer shall not assume only the Assumed Liabilities and neither Buyer nor shall have no obligation to pay, satisfy, perform, discharge or fulfill any liabilities or obligations of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as whether known or unknown, liquidated or unliquidated, contingent or fixed) other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and, notwithstanding anything to . The Excluded Liabilities shall remain the contrary liabilities and obligations of Seller or its Affiliates and shall not be assumed by Buyer pursuant hereto (regardless of whether any such liabilities or obligations are disclosed in Section 2.03, none this Agreement). Without limiting the generality of the following foregoing, Excluded Liabilities shall be Assumed Liabilities for include the purposes of this Agreementfollowing:

Excluded Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume only and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of Seller, and Seller shall be solely and exclusively liable with respect to all Liabilities of Seller, other than the Assumed Liabilities (such Liabilities other than Assumed Liabilities, collectively, the "Excluded Liabilities"). For purposes of clarity, and neither Buyer nor any of its Affiliates shall assume any other liability or obligation without limitation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities generality of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as foregoing, the “Excluded Liabilities”)Liabilities shall include, andwithout limitation, notwithstanding anything to the contrary in Section 2.03, none each of the following shall be Liabilities of Seller, other than the Assumed Liabilities for the purposes of this AgreementLiabilities:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any Affiliate of Seller (or any predecessor owner of all or part of its Affiliates business and assets) of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the generality of the foregoing, and, notwithstanding anything to the contrary in Section 2.03, none Buyer shall not assume any of the following shall be Assumed Liabilities for the purposes liabilities and obligations of this AgreementSeller:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"), and, . Without limiting the effect of the foregoing and notwithstanding anything to the contrary in Section 2.03this Agreement or any other writing, none all of the following shall be Assumed Liabilities for the purposes of this AgreementExcluded Liabilities:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume and its designated Subsidiaries are assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume are not assuming any other liability or obligation Liability of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations Liabilities shall be retained by and remain obligations Liabilities of Seller and liabilities of the Seller or its Affiliates (all such liabilities and obligations Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything . Notwithstanding any provision in this Agreement or any other writing to the contrary in Section 2.03contrary, none of the following shall be Assumed Excluded Liabilities for the purposes of this Agreementinclude:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor is not assuming any Liability of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities assumed by the Buyer for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision (a) Anything in this Agreement to the contrarycontrary notwithstanding, the Buyer shall assume only the Assumed Liabilities not assume, and neither Buyer nor shall not be deemed to have assumed, any of its Affiliates shall assume any other liability liability, Indebtedness or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence fixed or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities contingent or known or unknown, of the Seller or its Affiliates whatsoever other than as specifically set forth in Section 2.1 (with all such liabilities unassumed liabilities, Indebtedness and obligations not being assumed being herein referred to in this Agreement as the “Excluded Liabilities”), and, notwithstanding anything and the Seller shallretain and be solely liable for and obligated to the contrary in Section 2.03, none pay and perform all of the following shall be Assumed Liabilities for the purposes of this Agreement:Excluded Liabilities.

Excluded Liabilities. Notwithstanding any provision anything to the contrary set forth in this Agreement Agreement, the Buyer shall have no obligation to assume from the Seller pursuant to this Agreement, and the Seller shall have no right or obligation to convey, transfer or assign to the contraryBuyer pursuant to this Agreement, Buyer shall assume only any Liabilities of the Seller other than the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature(collectively, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall expressly include (and, notwithstanding anything to therefore, the contrary in Section 2.03, none of Assumed Liabilities shall exclude) the following shall be Assumed Liabilities for relating to either the purposes of this AgreementSubject Business or the Seller:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the each Seller Entity (or any predecessor owner of all or part of its Affiliates respective business and assets) of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the each Seller or its Affiliates Entity (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any predecessor owner of all or part of its Affiliates business and assets of whatever nature, nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”"EXCLUDED LIABILITIES"). Without limiting the foregoing, and, notwithstanding anything to the contrary in Section 2.03, none all of the following shall be Assumed Excluded Liabilities for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any other provision in this Agreement to Agreement, (a) the contrary, Buyer shall assume Purchaser is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume (b) the Purchaser is not assuming any other liability or obligation of the Seller or any of its Affiliates of whatever natureany nature or kind, known or unknown, fixed, accrued, absolute or contingent, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates hereafter (all such liabilities and obligations not being assumed being herein hereinafter referred to as the “"Excluded Liabilities”"). Without limiting the foregoing, and, notwithstanding anything to the contrary in Section 2.03, none of Purchaser shall not assume and the Seller shall retain the following shall be Assumed Liabilities for the purposes of this Agreementobligations and liabilities:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Affiliates of whatever nature, nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to and Seller will pay all such Excluded Liabilities as they become due. Without limiting the contrary in Section 2.03foregoing, none of the following shall be Assumed Liabilities (and each shall be an Excluded Liability) for the purposes of this Agreement:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume is not assuming any other liability or obligation of the Seller or any of its Affiliates Company of whatever nature, whether presently currently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates the applicable Company (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything . Notwithstanding any provision in this Agreement or any other writing to the contrary in Section 2.03contrary, none of the following shall be Assumed Excluded Liabilities for the purposes of this Agreementinclude:

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall assume is assuming only the Assumed Liabilities and neither Buyer is not assuming, nor shall it for any of its Affiliates shall assume reason be deemed to have assumed, any other liability or obligation Liability of the Business, the Seller or any of its Affiliates of whatever nature, whether presently in existence or not of, associated with or arising hereafterfrom the Business or the operation thereof or any Purchased Assets, that are not Assumed Liabilities. All such other liabilities and obligations Liabilities shall be retained by and remain obligations Liabilities of Seller and liabilities of the Seller or its Affiliates (all such liabilities and obligations Liabilities not being assumed being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to . Without limiting the contrary in Section 2.03, none generality of the following foregoing, Excluded Liabilities shall be Assumed Liabilities for include the purposes of this Agreementfollowing: