Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Seller shall retain, and Purchaser shall not assume, all Liabilities of Seller and the Business other than the Assumed Liabilities (the “Retained Liabilities”), including the following:

Retained Liabilities. The liabilities and obligations not to be assumed by Buyer and to be retained by Seller shall retain(the "Retained Liabilities") include, without limiting the generality of the foregoing, and Purchaser shall whether or not assume, all Liabilities incurred in the ordinary and usual course of Seller and the Business other than the Assumed Liabilities (the “Retained Liabilities”), including the followingbusiness:

Retained Liabilities. Seller shall retain, and Purchaser shall not assume, all Liabilities All liabilities of Seller and the Business other than the Assumed Liabilities shall be retained by Seller (the “Retained Liabilities”), including the following:.

Retained Liabilities. Seller shall retain, and Purchaser shall not assume, all Liabilities of Seller and the Business other Other than the Assumed Liabilities Liabilities, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to the conduct of the Business (collectively, the “Retained Liabilities”), including the following. The Retained Liabilities shall include:

Retained Liabilities. Seller shall retain, and Purchaser shall not assume, all All Liabilities of Seller and the Business other than the Assumed Liabilities (the “Retained Liabilities”)) shall remain the sole responsibility of Seller. For the avoidance of doubt, including the followingRetained Liabilities shall include:

Retained Liabilities. Seller shall retain, and Purchaser Buyer shall not assumeassume or be liable for, all any of the Liabilities of Seller and the Business other than the Assumed Liabilities (collectively, the “Retained Liabilities”), including the followingwhich Retained Liabilities shall include, without limitation:

Retained Liabilities. Seller Notwithstanding anything to the contrary contained herein, the Sellers shall retain, and Purchaser shall not assume, any and all Liabilities of Seller and the Business Sellers or any of their respective Affiliates other than those specifically included in the Assumed Liabilities (the “Retained Liabilities”), including the followingincluding:

Retained Liabilities. Seller shall retainExcept for the Assumed Liabilities, and Purchaser the Buyer shall not assumeassume or in any way be responsible for any liabilities of the Seller or any of its Affiliates, all Liabilities of Seller and including the Business other than following liabilities (the Assumed Liabilities (liabilities retained by the Seller, collectively, the “Retained Liabilities”), including which Retained Liabilities shall remain the followingresponsibility and obligation of the Seller or one or more of its Affiliates after Closing:

Retained Liabilities. The Seller shall remain solely responsible for and shall retain, pay, perform and discharge (provided that nothing herein shall prevent the Seller from contesting in good faith any Retained Liabilities against any third parties), and the Purchaser shall not assume, all other Liabilities of Seller and the Business other than Seller, including without limitation the Assumed following Liabilities (collectively, the “Retained Liabilities”), including the following:):

Retained Liabilities. Seller shall retainExcept Assumed Liabilities, and Purchaser Buyer shall not assume, and Seller shall remain solely responsible for and shall retain, pay, perform and discharge, in full, any and all other Liabilities of Seller and the Business other than the Assumed Liabilities Seller, whether known, unknown, contingent, executory, fixed or otherwise (the “"Retained Liabilities”"), including the following:.

Retained Liabilities. The Seller Entities shall retain, and Purchaser shall not assume, all any Liabilities of Seller and which are not Assumed Liabilities, including the Business other than the Assumed following Liabilities (the “Retained Liabilities”), including the following:):

Retained Liabilities. Seller Notwithstanding anything herein to the contrary, except for the Assumed Liabilities, Sellers shall retain, and Purchaser Purchasers shall not assume, all Liabilities of Seller and assume or otherwise be liable or responsible for the Business other than the Assumed following Liabilities (collectively, the “Retained Liabilities”), including the following:):

Retained Liabilities. Seller shall retain, retain and Purchaser Buyer shall not assumeassume any liabilities, all Liabilities obligations or commitments of Seller and the Business other than the Assumed Liabilities Liabilities. The liabilities, obligations and commitment to be retained by Seller (the “"Retained Liabilities”), including ") shall include those arising from or relating to the following:

Retained Liabilities. Seller shall retain, and The Purchaser shall not assumeassume or become responsible for, and the Seller shall remain solely liable for, any and all Liabilities of the Seller and the Business other than the that are not Assumed Liabilities (collectively, the “Retained Liabilities”), including the following:.

Retained Liabilities. Seller shall retainExcept Assumed Liabilities, and Purchaser Buyer shall not assume, and Seller shall remain solely responsible for and shall retain, pay, perform and discharge, in full, any and all other Liabilities of Seller and the Business other than the Assumed Liabilities Seller, whether known, unknown, contingent, executory, fixed or otherwise (the “Retained Liabilities”), including the following:.

Retained Liabilities. Seller shall retainExcept Assumed Liabilities, and Purchaser Buyer shall not assume, and Seller shall remain solely responsible for and shall retain, pay, perform and discharge, any and all other Liabilities of Seller and the Business other than the Assumed Liabilities Seller, whether known, unknown, contingent, executory, fixed or otherwise (the “Retained Liabilities”). Notwithstanding anything to the contrary contained herein, including and without limiting the followingforegoing, the following shall be considered Retained Liabilities of Seller for the purposes of this Agreement:

Retained Liabilities. Seller shall retainExcept for the Assumed Liabilities, and Purchaser Buyer shall not assume, all Liabilities assume or become obligated with respect to any Liability of the Seller and the Business other than the Assumed Liabilities Group of any nature whatsoever (the “Retained Liabilities”), including and the followingSeller Group shall retain and shall pay, discharge and perform all of the Retained Liabilities, including:

Retained Liabilities. Seller shall retainretain all liabilities and obligations except the Assumed Liabilities, (collectively, the "Retained Liabilities"), and Purchaser Buyer shall not assumeassume and shall not be responsible to pay, all Liabilities perform or discharge any of Seller and the Business other than the Assumed Liabilities (the “Retained Liabilities”), including including, but not limited to the following:

Retained Liabilities. Seller shall retainbe responsible for any and all of its Liabilities not included within the Assumed Liabilities, and Purchaser Buyer shall not assume, all assume or be liable for any Liabilities of Seller and the Business other than the Assumed Liabilities (collectively, the “Retained Liabilities”), including the followingincluding, without limitation:

Retained Liabilities. Seller Sellers shall retainretain all liabilities and obligations of Sellers, unless, and Purchaser shall not assumeto the extent, all Liabilities of Seller and the Business other than the Assumed Liabilities otherwise expressly provided for in this Agreement (such liabilities so retained, the “Retained Liabilities”). Without limiting the foregoing, including the followingBuyer shall not assume and has not agreed to pay or discharge, and Sellers shall retain, pay and discharge, any and all liabilities and obligations relating to:

Retained Liabilities. Notwithstanding anything herein to the contrary, Seller shall retain, retain and Purchaser Buyer shall not assume, all agree to pay, perform or discharge any Liabilities or obligations of Seller and the Business or its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “Retained Liabilities”), including . “Retained Liabilities” shall include the following:

Retained Liabilities. Seller shall retainExcept for the Assumed Liabilities, and Purchaser shall not assumeassume any Liabilities of any Seller, all such Liabilities of being retained by such Seller and the Business other than the Assumed Liabilities (collectively, the “Retained Liabilities”), including the following:.

Retained Liabilities. Seller shall retain, and Purchaser shall not assume, all Liabilities of Seller and the Business other Other than the Assumed Liabilities (the Liabilities, Buyer will not assume or be liable for any other Liabilities, including Retained Liabilities, and Seller will remain responsible for paying, performing and discharging all such Liabilities. “Retained Liabilities”)” shall include, including without limitation, the following:

Retained Liabilities. Seller Sellers shall retain, and Purchaser Buyer shall not assumeassume or be responsible or liable for, all Liabilities of Seller and the Business other than the Assumed Liabilities (the “Retained Liabilities”), including the following:.

Retained Liabilities. Seller Except for the Assumed Liabilities, Buyer shall retainnot assume pursuant to this Agreement or the Transactions, and Purchaser shall not assumehave no liability for, all any Liabilities of Seller and the Business other than the Assumed Liabilities Seller, or any of its predecessors in interest, of any kind, character or description whatsoever (the “Retained Liabilities”), including all of which shall continue to be Liabilities of Seller. Without intending to limit the followinggenerality or effect of the foregoing, Retained Liabilities shall include the following Liabilities of Seller and its respective predecessors in interest:

Retained Liabilities. Seller shall retain, and Purchaser shall Buyer does not assume, and Seller shall retain all Liabilities liabilities, obligations, debts, and expenses of Seller and the Business other than the Assumed Liabilities (collectively, the “Retained Liabilities”)) whether or not the Retained Liabilities are known or unknown, including fixed or contingent, and whether or not the followingRetained Liabilities arose by reason of events occurring prior to or after the Closing. Without limiting the foregoing, the Retained Liabilities shall include, without limitation, any Liabilities relating to:

Retained Liabilities. Seller shall specifically retain, and Purchaser Buyer shall not assumeassume or pay, all Liabilities any obligations, liabilities and commitments of Seller and under the Business other than items described below in this Section, which items shall collectively constitute the Assumed Liabilities (the “"Retained Liabilities”), including the following":

Retained Liabilities. Notwithstanding anything herein to the contrary, Seller shall retain, retain and Purchaser Buyer shall not assume, all agree to pay, perform or discharge any Liabilities or obligations of Seller and or its Affiliates, including the Business Seller Interestholders, other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “Retained Liabilities”). “Retained Liabilities” shall include, including without limitation, the following:

Retained Liabilities. The Seller Entities shall retain, and Purchaser shall not assume, all any Liabilities of the Business, the Seller and the Business or any of its Affiliates, other than the Assumed Liabilities (collectively, the “Retained Liabilities”), including the following:.

Retained Liabilities. Seller shall retainNotwithstanding anything contained herein to the contrary, and Purchaser shall not assume, all Liabilities of Seller and the Business other than the Assumed Liabilities shall not include and the Seller shall remain liable for the following Liabilities of the Seller (collectively, the “"Retained Liabilities”), including the following:"):

Retained Liabilities. Notwithstanding anything herein to the contrary, except for the Assumed Liabilities, Seller shall retainretain all, and Purchaser the Buyer shall not assumehave any responsibility for, all any Liabilities of the Seller, whether or not relating to the Acquired Assets, Seller and Services, HM5000 Retained Business or the Business other than and regardless of when such Liabilities arise (collectively referred to hereinafter as the Assumed Liabilities (the “"Retained Liabilities”"), including the following:.

Retained Liabilities. Seller shall retain, and Purchaser shall Buyer will not assume, and Sellers shall remain liable with respect to, all other Liabilities of Seller and the Business other than the Assumed Liabilities Sellers (the “Retained Liabilities”), including the followingincluding:

Retained Liabilities. Seller shall retain, and Purchaser Acquiror shall not assume-------------------- assume or be responsible or liable for, all Liabilities of Seller and the Business other than the Assumed Liabilities (the “Retained Liabilities”), including the following:.