Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or in any way become liable for any Liabilities or Obligations other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained contrary, Purchaser shall not assume, and shall be deemed not to have assumed, any Liabilities relating to the Business of Sellers or any Affiliate of Sellers except as expressly provided in Section 2.4 hereof or elsewhere in this Agreement, Buyer will not assume or in any way become and Sellers and their Affiliates shall be solely and exclusively liable for any Liabilities or Obligations with respect to all such Liabilities, other than the Assumed Liabilities (collectively, the "Excluded Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities"), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, including without limitation, the followingthose Liabilities set forth below:

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or in any way become liable Except for any Liabilities or Obligations other than the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or any other transaction contemplated hereby, and Seller shall retainhave no liability for, all any of Seller's and its Affiliates' debts’s Liabilities (collectively, Liabilities and Obligations of any nature whatsoever (other than the Assumed “Excluded Liabilities”), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, Buyer will shall not assume or in any way become liable for assume, and shall be deemed not to have assumed, any Liabilities relating to the Business of Sellers or Obligations any Affiliate of Sellers and Sellers and their Affiliates shall be solely and exclusively liable with respect to all such Liabilities, other than the Assumed Liabilities (collectively, the “Excluded Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities”), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the followingincluding those Liabilities set forth as follows:

Excluded Liabilities. Notwithstanding anything Anything to the contrary contained in this AgreementAgreement notwithstanding, Buyer will not assume or in any way become liable except for any Liabilities or Obligations other than the Assumed Liabilities, Buyers shall not assume and Seller shall retainnot be responsible to pay, all of Seller's and its Affiliates' debts, Liabilities and Obligations perform or discharge any liability or obligation of any nature whatsoever Seller including the following liabilities and obligations of Sellers (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationcollectively, the following:“Excluded Liabilities”):

Excluded Liabilities. Notwithstanding anything any provision to the contrary contained in this Section 2.03, and except as otherwise provided in any Related Agreement, Buyer will shall not assume or in any way be liable for, and shall not be deemed to have assumed or to have become liable for any Liabilities or Obligations other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationfor, the following:following Liabilities of the Seller Entities (the "Excluded Liabilities"):

Excluded Liabilities. Notwithstanding anything to the contrary contained Except as otherwise set forth in this Agreement, Buyer will shall not assume or in any way become liable for assume, and shall be deemed not to have assumed, any Liabilities or Obligations other than except for the Assumed Liabilities, and Seller Sellers shall retain, be solely and exclusively liable with respect to all Liabilities of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (Sellers other than the Assumed LiabilitiesLiabilities (collectively, the "EXCLUDED LIABILITIES"), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationbut not limited to, the followingthose Liabilities set forth below:

Excluded Liabilities. Notwithstanding anything herein to the contrary contained in this Agreementcontrary, Buyer will shall not assume or in any way become be liable for any Liabilities liabilities or Obligations obligations of Seller or the Business other than the Assumed Liabilities, and Seller shall retain, retain and be responsible for all other liabilities and obligations of Seller's Seller and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever the Business (other than the Assumed “Excluded Liabilities”), whether accrued, absolute or contingent, whether known or unknown, whether due or including (i) all liabilities and obligations of Seller to become due, including, without limitation, the followingextent they do not arise out of the Business and (ii) the following liabilities and obligations:

Excluded Liabilities. Notwithstanding anything Except for the Assumed Liabilities, the Buyers shall not assume, and neither of the Buyers nor any of their Affiliates shall be deemed to have assumed, any other liabilities of the contrary contained in this AgreementApplicable Sellers or any of their respective Affiliates (collectively, Buyer will not assume or in any way become liable for any the “Excluded Liabilities”). Excluded Liabilities or Obligations shall include every liability of the Applicable Sellers other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, including the following:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, Buyer will shall not assume and shall not be responsible to pay, perform or in any way become liable for discharge any Liabilities of Seller or Obligations any of its Affiliates of any kind or nature whatsoever other than the Assumed LiabilitiesLiabilities (the “Excluded Liabilities ”). Seller shall, and Seller shall retaincause 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 Seller's and its Affiliates' debtsthe foregoing, the Excluded Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities)shall include, whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationbut not be limited to, the following:

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or in any way become liable for any Liabilities or Obligations other than the Assumed Liabilitiesfor, and Seller shall retain, all of Seller's Seller and its their Affiliates' ’ respective debts, Liabilities liabilities and Obligations obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything to the contrary contained Except as may be otherwise expressly provided in this Agreement, Buyer will shall not assume assume, and shall not be liable or in responsible for, any way become liable for any Liabilities other liabilities or Obligations obligations of Seller other than the Assumed Liabilities (collectively, "Excluded Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities"), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:.

Excluded Liabilities. Notwithstanding anything to the contrary contained in this AgreementAgreement or otherwise, Buyer will shall not assume or in any way become be liable for any Liabilities or Obligations of Seller other than the Assumed Liabilities (such non-assumed Liabilities are referred to herein as the “Excluded Liabilities”). Seller and Shareholder, jointly and severally, shall pay and perform all Excluded Liabilities as and when they become due. Without limiting the foregoing, the following Liabilities of Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed be Excluded Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, the Buyer will shall not assume or in any way become liable for any Liabilities or Obligations other than the Assumed Liabilitiesassume, and Seller shall retainnot be deemed to have assumed, all any liability or obligation of Seller's the Sellers not otherwise an Assumed Obligation, including without limitation the following unassumed liabilities and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever obligations (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationcollectively, the following:“Excluded Liabilities”):

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will Purchaser shall not assume or in any way become be liable for any Liabilities liabilities or Obligations obligations of Seller other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations all such other liabilities or obligations shall be the responsibility of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become dueSeller, including, without limitation, but not limited to the following:following liabilities and obligations (the “Excluded Liabilities”):

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or in any way become liable Except for any Liabilities or Obligations other than the Assumed Liabilities, Buyer shall not assume, and shall have no responsibility for, any liabilities of Seller, as a successor in interest or otherwise and Seller shall retainbe solely and exclusively liable for all such liabilities. For the avoidance of doubt, all of Seller's and its Affiliates' debts, the Excluded Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, includingshall include, without limitation, the following:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, but subject to Section 1.3(c), the Buyer will shall not assume assume, or in any way become be liable for or responsible for, any Liabilities, including Liabilities of the Seller or Obligations the Members, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Assumed Liabilities shall not include, and Seller the Buyer shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due not be required to assume or to become due, including, without limitationperform or discharge, the followingfollowing Excluded Liabilities:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, Buyer will shall not assume or in any way become liable for any Liabilities or Obligations other than the Assumed Liabilitiesand shall be deemed not to have assumed and be responsible for, and Seller shall retain, be solely and exclusively liable and responsible for all of Seller's and its Affiliates' debts, obligations, contracts or liabilities arising out of the conduct of the Business which are not Assumed Liabilities and Obligations of any nature whatsoever (other than the Assumed "Excluded Liabilities"), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, including without limitation, limitation the following:

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will shall not assume or in be liable with respect to any way become liable for any Liabilities Liability of Seller, its employees or Obligations agents other than the Assumed Liabilities, and Seller shall retainLiabilities (collectively, all of the Liabilities not assumed by Buyer shall be referred to as the "Excluded Liabilities"). All of the Excluded Liabilities shall remain the sole responsibility of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:.

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained contrary, Purchaser shall not assume, and shall be deemed not to have assumed, any Liabilities relating to the Business of Seller or any Affiliate of Seller except as expressly provided in Section 2.3 hereof or elsewhere in this Agreement, Buyer will not assume or in any way become and Seller and its Affiliates shall be solely and exclusively liable for any Liabilities or Obligations with respect to all such Liabilities, other than the Assumed Liabilities (collectively, the “Excluded Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities”), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, including without limitation, the followingthose Liabilities set forth below:

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will shall not assume, and Seller and its Retained Subsidiaries shall assume or retain, as the case may be, all Liabilities of Seller or any of its Subsidiaries of whatever nature, whether presently in any way become liable for any Liabilities existence or Obligations arising hereafter, other than the Liabilities identified as Assumed Liabilities in Section 2.04 (the “Excluded Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities”), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, Buyer will shall not assume or in any way become liable for and does not assume, and shall be deemed not to have assumed, any Liabilities or Obligations other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever Sellers (other than with respect to the Assumed Acquired Companies, for which, for the avoidance of doubt, Buyer shall assume, and be deemed to have assumed, all Liabilities), whether accrued, absolute ) whatsoever relating to or contingent, whether known or unknown, whether due or to become due, including, without limitationarising out of any of the following (collectively, the following:“Excluded Liabilities”):

Excluded Liabilities. Notwithstanding anything Except with respect to the contrary contained in this Agreement, Buyer will not assume or in any way become liable for any Liabilities or Obligations other than the Assumed Liabilities, Buyer shall not assume, or be deemed to have assumed, and Seller shall retainbe solely and exclusively liable with respect to, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, Claims against Seller including, without limitation, all Claims relating to the following:Excluded Assets (all such Claims other than Assumed Liabilities, the "Excluded Liabilities").

Excluded Liabilities. Notwithstanding anything to the contrary contained Except as otherwise set forth in this Agreement, Buyer will shall not assume or in assume, and shall be deemed not to have assumed, any way become liable for any Liabilities or Obligations other than the Assumed Liabilities, and Seller shall retainbe solely and exclusively liable with respect to all Liabilities of Seller (collectively, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed "Excluded Liabilities"), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationbut not limited to, the followingthose Liabilities set forth below:

Excluded Liabilities. Notwithstanding anything to the contrary -------------------- contained in this AgreementAgreement or otherwise, Buyer will not assume or in any way become be liable for any Liabilities liabilities or Obligations obligations of Sellers other than the Assumed Liabilities. Without limiting the foregoing, none of the following liabilities or obligations of Sellers (the "Excluded Liabilities") will be Assumed -------------------- Liabilities for purposes of this Agreement, and Seller Sellers shall retain, pay all of Seller's Excluded Liabilities as and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to when they become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything to the contrary contained Except as otherwise set forth in this Agreement, Buyer will shall not assume or in any way become liable for assume, and shall be deemed not to have assumed, any Liabilities or Obligations other than except for the Assumed Liabilities, and Seller shall retain, be solely and exclusively liable with respect to all Liabilities of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (Seller other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationLiabilities (collectively, the following:“Excluded Liabilities”).

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, Buyer will Purchaser shall not assume or in any way become liable for assume, and shall be deemed not to have assumed, any Liabilities relating to the Business of Sellers or Obligations any Affiliate of Sellers and Sellers and their Affiliates shall be solely and exclusively liable with respect to all such Liabilities, other than the Assumed Liabilities (collectively, the "Excluded Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities"), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, including without limitation, the followingthose Liabilities set forth as follows:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, Buyer will shall not assume or in any way become liable for for, and shall not be deemed to have assumed or have become liable for, any Liabilities Liability of the Sellers, whether related to the Purchased Assets or Obligations otherwise, regardless of when asserted, other than the Assumed Liabilities (collectively, the “Excluded Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities”), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, including without limitation, limitation each of the following:Liabilities set forth on Schedule 2(d).

Excluded Liabilities. Notwithstanding anything to the contrary contained in this AgreementIt is expressly understood and agreed that, Buyer will not assume or in any way become liable except for any Liabilities or Obligations other than the Assumed Liabilities, and without limiting Buyer’s or any of its Affiliates’ obligations under any other Transaction Document, Buyer shall not assume, shall not take subject to and shall not be liable for any other Liabilities of Seller (the “Excluded Liabilities”). For clarity, the Excluded Liabilities shall retaininclude, all among others, the following Liabilities of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, Buyer will shall not assume or in any way become liable for and none of Buyer’s Affiliates shall assume, and shall not be deemed to have assumed, any Liabilities or Obligations other than of Seller whatsoever not otherwise an Assumed Liability, including without limitation the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, following unassumed Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationcollectively, the following:“Excluded Liabilities”):

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreementherein, it is expressly understood and agreed that Buyer will shall not assume or in have any way become liable responsibility for any Liability of Seller or any of its Affiliates not expressly assumed as an Assumed Liability, and, as between Buyer and Seller, Seller or its applicable Affiliate shall retain all Liabilities or Obligations of Seller and its Affiliates other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever including the following (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationcollectively, the following:“Excluded Liabilities”):

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary contained in this Agreementcontrary, Buyer will shall not assume and shall not be obligated to assume or in be obliged to pay, perform or otherwise discharge any way become Liability of, or Liability against, Seller, the Business or the Acquired Assets, of any kind or nature, whether or not direct or indirect, and Seller shall be solely and exclusively liable for any with respect to all Liabilities or Obligations of Seller, other than the Assumed Liabilities (such Liabilities other than Assumed Liabilities, and Seller shall retaincollectively, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed “Excluded Liabilities”), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything to the contrary contained in this AgreementBuyer shall not assume, Buyer will not assume or in any way nor become liable for responsible for, any Liabilities or Obligations of Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), and Seller each of which shall retain, all remain the Liability of Seller's and its Affiliates' debts. For the avoidance of doubt, Excluded Liabilities and Obligations includes all Liabilities arising out of, in respect of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the followingrelating to:

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary contained and except as provided in this AgreementSection 2.3, Buyer will shall not assume or in any way and shall not become liable responsible for any Liabilities Liability of Seller Group (whether or Obligations not related to the operations of Seller or the Business) other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationcollectively, the following:“Excluded Liabilities”).

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary contained in this Agreementcontrary, Buyer will is not assume assuming and is not responsible for paying, performing or in discharging any way become liable for Liability of Seller (or any Liabilities Affiliate of Seller) of any kind or Obligations nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, and Seller shall retainthe Excluded Liabilities include, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationbut are not limited to, the following:

Excluded Liabilities. Notwithstanding anything Buyer shall not assume and shall not be liable for, and Seller and Shareholder will indemnify Buyer from and against, all obligations, commitments and liabilities of and claims against Seller (whether absolute, accrued or contingent) relating to the contrary contained in this AgreementBusiness, Buyer will not assume or in any way become liable except for any Liabilities or Obligations other than the Assumed Liabilities. Without limiting the generality of the foregoing, and Seller shall retain, all it is agreed that Buyer will have no liability for any of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute following obligations or contingent, whether known or unknown, whether due or to become due, including, without limitation, the followingliabilities:

Excluded Liabilities. Notwithstanding anything to the contrary contained in any other provision -------------------- of this Agreement, Buyer will not assume assume, or become liable in any way become liable for any Liabilities or Obligations other than the Assumed Liabilitiesin respect of, and Seller Sellers shall retainretain and be responsible for, any and all liabilities and obligations of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever Sellers (other than the Assumed Liabilities) (collectively, the "Excluded Liabilities"), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will shall not assume and shall not be responsible to pay, perform or in any way become liable for discharge any Liabilities or Obligations obligations of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities”), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following:

Excluded Liabilities. Notwithstanding anything to the contrary contained Except as otherwise set forth in this Agreement, Buyer will shall not assume or in any way become liable for assume, and shall be deemed not to have assumed, any Liabilities or Obligations other than except for the Assumed Liabilities, and Seller and the Selling Subsidiaries shall retain, be solely and exclusively liable with respect to all Liabilities of Seller's Seller and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (the Selling Subsidiaries other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationLiabilities (collectively, the following:“Excluded Liabilities”).

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or in any way become be liable for for, and will have no responsibility related to, any Liabilities of Seller of any kind or Obligations nature, other than the Assumed Liabilities, and Seller shall retain, Liabilities (all of Seller's and its Affiliates' debts, such Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitationcollectively, the following:“Excluded Liabilities”). Seller retains sole liability for all Excluded Liabilities.