Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. The Buyer shall not assume, and shall not be deemed to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:

Liabilities Not Assumed. The Except as expressly provided in Section 2.2(b), Buyer shall not assume, shall not take subject to and shall not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller, including, but not limited to the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing:

Liabilities Not Assumed. The Except for the liabilities and obligations specifically assumed pursuant to and identified in Section 2.2(b) below, Buyer shall not assume, shall not take subject to and shall not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller, (the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting "Excluded Liabilities"), including, but not limited to, the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing:

Liabilities Not Assumed. The Buyer does not and shall not assume, pay, perform, or discharge any liabilities or obligations of the Seller, other than the Assumed Liabilities, and without limiting the foregoing, it is expressly agreed that the Buyer shall not be deemed to have assumed, assume any liabilities or obligations of the Seller of any kind or nature whatsoever, except as those expressly provided in the Assumption Agreement (as defined hereafter) and in assumed under Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:1.3.

Liabilities Not Assumed. The Buyer shall not assume, shall not take subject to and shall not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller, (the Assumption Agreement (as defined hereafter"Excluded Liabilities") and in Section 2.03(a) above. Without limiting including, but not limited to, the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing:

Liabilities Not Assumed. The Except for the Assumed Liabilities, Buyer shall not assume, assume or become obligated with respect to any other obligation or liability of Sellers of any nature whatsoever and Sellers shall retain and shall be responsible to pay, discharge and perform all of their respective liabilities not be deemed to have assumed, any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided specifically included in the Assumption Agreement Assumed Liabilities (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality "EXCLUDED LIABILITIES"), including, without limitation, the following obligations or liabilities of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toSellers:

Liabilities Not Assumed. The Except as specifically provided herein and in Section 1.2(b) below, Buyer shall not assume, and shall not be deemed to have assumedpay, honor, discharge or otherwise become responsible for any liabilities or obligations of the Seller Sellers, and all such liabilities and obligations shall remain solely those of any kind or nature whatsoeverSellers, except as expressly provided and Sellers shall pay, perform and discharge, all such obligations and liabilities of Sellers promptly when due in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) aboveaccordance with their terms. Without limiting the generality of the foregoingpreceding sentence and except as specifically provided in Section 1.2(b), it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for assume or with respect tobecome responsible for:

Liabilities Not Assumed. The Except for the liabilities and obligations specifically assumed pursuant to and referred to in Section 2.4(b), Buyer shall not assume, take subject to and shall not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality whether absolute, contingent, accrued, known or unknown, of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:Sellers.

Liabilities Not Assumed. The Except for the liabilities and obligations specifically assumed pursuant to and identified in Section 2.2(b) below, Buyer shall not assume, shall not take subject to and shall not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller (the Assumption Agreement (as defined hereafter"Excluded Liabilities") and in Section 2.03(a) above. Without limiting including, but not limited to, the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing:

Liabilities Not Assumed. The Except as specifically provided herein and in Section 1.2(b) below, Buyer shall not assume, and shall not be deemed to have assumedpay, honor, discharge or otherwise become responsible for any liabilities or obligations of the Seller, and all such liabilities and obligations shall remain solely those of Seller, and Seller shall pay, perform and discharge, all such obligations and liabilities of any kind or nature whatsoever, except as expressly provided Seller promptly when due in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) aboveaccordance with their terms. Without limiting the generality of the foregoingpreceding sentence and except as specifically provided in Section 1.2(b), it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for assume or with respect tobecome responsible for:

Liabilities Not Assumed. The Except as set forth in Section 2.1 hereof, Buyer shall not assume, have no responsibility for and shall not assume or be deemed to have assumed, liable for any liabilities or obligations of the Seller of any kind or nature whatsoever, except as expressly provided in the Assumption Agreement whether fixed, contingent or otherwise, and whether known or unknown (as defined hereafter) and in Section 2.03(a) abovecollectively, "Liabilities Not Assumed"). Without in any manner limiting the generality of the foregoing, it is hereby agreed that except for liabilities expressly assumed by Buyer in Section 2.1 hereof, the Buyer is not assuming any liability and Liabilities Not Assumed shall not have any obligation for or with respect toinclude the following:

Liabilities Not Assumed. The Except for the liabilities and ----------------------- obligations specifically assumed pursuant to and identified in Section 2.5(b) below, Buyer shall not assume, shall not take subject to and shall not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in whether absolute, contingent, accrued, known or unknown, of Sellers or any Affiliate of Sellers, (the Assumption Agreement (as defined hereafter"Excluded Liabilities") and in Section 2.03(a) above. Without limiting including, but not limited to, the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing:

Liabilities Not Assumed. The Except for the liabilities and obligations specifically assumed pursuant to and identified in Section 2.3(b) below, Buyer shall not assume, shall not take subject to and shall not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller (the Assumption Agreement (as defined hereafter"Excluded Liabilities") and in Section 2.03(a) above. Without limiting including, but not limited to, the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing:

Liabilities Not Assumed. The Except for the liabilities and obligations specifically assumed by Buyer pursuant to Subsection 2.2.1, Buyer shall not assume, shall not take subject to and shall not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in whether absolute, contingent, accrued, known or unknown, of Seller or any affiliate of Seller (the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect to:"EXCLUDED LIABILITIES").

Liabilities Not Assumed. The Except for the liabilities and obligations specifically assumed pursuant to and identified in Section 2.2(b) below or elsewhere in this Agreement, Buyer shall not assume, shall not take subject to and shall not be deemed to have assumedliable for, any liabilities or obligations of the Seller of any kind or nature whatsoevernature, except as expressly provided in whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller, the Assumption Agreement (as defined hereafter"Excluded Liabilities") and in Section 2.03(a) above. Without limiting including, but not limited to, the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect tofollowing:

Liabilities Not Assumed. The Except as expressly provided in SECTION 1.2(a) hereof, Buyer shall not assumeassume or in any way become liable for any of Seller's or any of its subsidiaries' debts, and shall not be deemed to have assumed, any liabilities or obligations of any nature whatsoever (other than the Seller Assumed Liabilities), whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Business or the Purchased Assets and whether disclosed on the Schedules attached hereto, and regardless of any kind when or nature whatsoeverby whom asserted (the "EXCLUDED LIABILITIES"), except as expressly provided in the Assumption Agreement (as defined hereafter) and in Section 2.03(a) above. Without limiting the generality of the foregoing, it is hereby agreed that the Buyer is not assuming any liability and shall not have any obligation for or with respect toincluding: