Liabilities Assumed It is agreed that, as additional consideration for the conveyance of the Assets, the Purchaser shall assume all obligations to provide services and/or merchandise pursuant to the terms of the contracts listed on Exhibits "B" and "C" attached hereto for which work is in the process of completion, and Seller's obligations pursuant to leases and other contracts set forth on Exhibit "E". Purchaser's obligations shall specifically include the warranty of work it performs with respect to the contracts listed on Exhibits "B" and "C", consistent with Seller's customary construction warranty. As to all debts, obligations, liabilities, and duties (whether fixed or contingent) of the Business which are not to be assumed by Purchaser as expressly set forth in this Section, Seller agrees that it will fully indemnify and hold Purchaser harmless from and against any loss, cost, or expense (including attorneys' fees) that Purchaser might suffer or incur in any way connected with or related to (a) any of such non-assumed obligations, liabilities, or duties, or (b) any obligations, liabilities, or duties arising solely from the operation of the Business by Seller before the Effective Date. Likewise, Purchaser agrees that it will fully indemnify and hold Seller harmless from and against any loss, cost, or expense (including attorney's fees) that it might suffer or incur in any way connected with or related to (a) any of such specifically assumed obligations, liabilities, or duties, or (b) any obligations, liabilities, or duties arising solely from operation of the Business by Purchaser after the Effective Date. It is not intended that the provisions of this Section benefit anyone that is not a party to this Agreement.
Assets Not Purchased by Assuming Institution The Assuming Institution does not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this Agreement:
Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.
Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:
Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities: