5Excluded Liabilities. The Parties agree that any Liabilities arising out of or attributable to the ownership of the Assets or other activities occurring in connection with and attributable to the ownership of the Assets prior to the Effective Time that are not identified as Assumed Liabilities in Section 2.4 do not constitute part of the Assumed Liabilities, and neither the Partnership Group nor any member thereof has assumed, and shall not assume or become obligated with respect to, any Liability first incurred, accrued or arising out of or attributable to the ownership of the Assets or other activities occurring in connection with and attributable to the ownership of the Assets prior to the Effective Time, including any Liabilities of Sellers or their respective Affiliates existing immediately prior to the Effective Time, whether or not described specifically in this Section 2.5 (collectively, the “Excluded Liabilities”), all of which shall remain the sole responsibility of, and be discharged and performed as and when due by, Sellers or their respective Affiliates from and after the Effective Time.
5Excluded Liabilities. Notwithstanding the foregoing, the parties expressly acknowledge and agree that the Operating Partnership shall not assume or agree to pay, perform or otherwise discharge any liabilities, obligations or other expenses of the Contributor (or acquire the Property subject thereto) other than the Assumed Liabilities.
