Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Except for the Assumed Liabilities, Buyers shall not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers the Buyer Entities shall not assume and under no circumstances shall Buyers the Buyer Entities be obligated to pay or assume, and none of the assets of Buyers the Buyer Entities shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the FacilitiesSeller Entities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liability or obligation of Seller, direct or indirect, known or unknown, absolute or contingent, other than the Assumed Liabilities, Buyers shall not assume and under no circumstances shall Buyers which are to be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect expressly assumed by Buyer pursuant to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise Instrument of Assignment and Assumption (collectivelyall such liabilities and obligations not being assumed herein, the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitation, none of the following Excluded Liabilitiesshall be Assumed Liabilities for purposes of this Agreement:

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyers Buyer shall not assume any Liabilities of the Sellers or their Affiliates and all Liabilities of Sellers and their Affiliates not expressly included among the Assumed Liabilities shall be “Excluded Liabilities.” Without any limitation of the foregoing, Buyer shall not assume and under no circumstances shall Buyers not be obligated to pay responsible or assumeliable for, and none of the assets of Buyers Sellers shall be or become liable for or subject to any liability, indebtedness, commitmentperform and discharge as and when due, or obligation cause to be performed or discharged as and when due, any and all of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers Buyer be obligated to pay or assume, and none of neither the Assets nor any other assets of Buyers Buyer shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the FacilitiesSellers, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers Buyer be obligated to pay or assume, and none of the assets of Buyers Purchased Assets shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the FacilitiesSeller, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, including the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers neither Buyer, nor its Affiliates, shall not assume and under no circumstances shall Buyers Buyer or its Affiliates be obligated to pay or assume, and none of the assets of Buyers Buyer or its Affiliates shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the FacilitiesSeller Entities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:Liabilities (all of which shall remain the liabilities of the Seller Entities and their respective Affiliates):

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary set forth herein, Buyers shall not assume and under no circumstances circumstance shall Buyers Buyer assume or be obligated to pay or assumepay, and none of the assets of Buyers Assets shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), includingincluding the following, without limitation, the following Excluded Liabilitieswhich shall be and remain liabilities of Seller:

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary set forth herein, Buyers shall not assume and under no circumstances circumstance shall Buyers Buyer assume or be obligated to pay or assumepay, and none of the assets of Buyers Assets shall be or become liable for or subject to to, any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), includingincluding the following, without limitation, the following Excluded Liabilitieswhich shall be and remain liabilities of Seller:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer and Buyer Entities shall not assume and under no circumstances shall Buyers Buyer or Buyer Entities be obligated to pay or assume, and none of the assets of Buyers Buyer or Buyer Entities shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers Sellers, or their respective Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay or assumepay, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitmentperform, or obligation of Sellers otherwise discharge any liabilities or their Affiliatesobligations other than the Assumed Liabilities (whether accrued, absolute, fixed or with respect to the Facilitiesunfixed, whether known or unknown, fixed asserted or unasserted, contingent, recorded by guaranty, surety or unrecorded, currently existing assumption or hereafter arising or otherwise otherwise) (collectively, the “Excluded Liabilities”), including, without limitation, . The Excluded Liabilities include liabilities and obligations relating to the following Excluded Liabilitiesmatters:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Under no circumstance shall not Buyer assume and under no circumstances shall Buyers or be obligated to pay or assumepay, and none of the assets of Buyers Assets shall be or become liable for or subject to to, any liabilityof the Excluded Liabilities, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect including but not limited to the Facilitiesfollowing liabilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitieswhich shall be and remain liabilities of Sellers:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Under no circumstance shall not Buyer assume and under no circumstances shall Buyers or be obligated to pay or assumepay, and none of the assets of Buyers Assets shall be or become liable for or subject to to, any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, including the following Excluded Liabilitiesliabilities, which shall be and remain liabilities of Sellers:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers neither Buyer nor any of its Affiliates shall not assume and under no circumstances shall Buyers or otherwise be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitmentin respect of, or obligation be deemed to have assumed or otherwise be liable in respect of, any debt, claim, obligation, or other Liability of Sellers Seller, or their any of its Affiliates, regardless of whether such debt, claim, obligation, or with respect to the Facilitiesother Liability is matured or unmatured, whether contingent or fixed, known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise unknown (collectively, the “Excluded Liabilities”), including. Excluded Liabilities shall include, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed LiabilitiesLiabilities described in Section 1.3 above, Buyers Buyer shall not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for for, and shall not be deemed to have assumed or subject to have become liable for, any liabilityother debts, indebtednessliabilities or obligations of Seller of any nature whatsoever, commitmentwhether accrued, absolute or obligation of Sellers or their Affiliates, or with respect to the Facilitiescontingent, whether known or unknown, fixed whether disclosed or contingentundisclosed, recorded whether due or unrecorded, currently existing to become due and regardless of when or hereafter arising or otherwise by whom asserted (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:.

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for any Liabilities or subject to obligations of Seller, any liability, indebtedness, commitment, of its Affiliates or obligation any predecessor thereof of Sellers or their Affiliates, or with respect to the Facilitieswhatever nature, whether known or unknown, fixed contingent or contingentotherwise, recorded whether currently in existence or unrecordedarising hereafter, currently existing or hereafter arising or otherwise other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). For the avoidance of doubt, including, without limitation, the following all Indebtedness shall be Excluded Liabilities:. The Parties acknowledge and agree that neither Buyer nor any of its Affiliates will be required to assume or retain any Excluded Liabilities.

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer and Buyer Entities shall not assume and under no circumstances shall Buyers Buyer or Buyer Entities be obligated to pay or assume, and none of the assets of Buyers Buyer or Buyer Entities shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers Seller, Seller Entities or their respective Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for Notwithstanding any provision herein to the contrary, Purchaser shall not assume, succeed to, be liable for, be subject to, or be obligated for, nor shall the Purchased Assets be subject to, any Excluded Liabilities. “Excluded Liabilities” shall mean all Liabilities of Seller arising out of, relating to or otherwise in respect of the Business on or before the Closing Date and all other Liabilities of Seller other than the Assumed Liabilities, Buyers shall including but not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitationlimited to, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers Buyer be obligated to pay or assume, and none of the assets of Buyers Buyer shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the FacilitiesSeller, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, including the following Excluded Liabilities:

Excluded Liabilities. Except for Buyer is assuming only the Assumed Liabilities, Buyers shall -------------------- Liabilities and is not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to assuming any liability, indebtedness, commitment, other liability or obligation of Sellers Seller (or their Affiliates, any predecessor owner of all or with respect to the Facilitiespart of its business and assets) of whatever nature, whether presently in existence or arising hereafter, known or unknown, fixed contingent or contingentotherwise. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller or such predecessor, recorded or unrecordedas applicable (all such liabilities and obligations not being assumed being herein referred to as the "EXCLUDED LIABILITIES"). The Excluded Liabilities shall include, currently existing or hereafter arising or otherwise (collectively, but not be limited to the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay pay, perform or assume, and none of the assets of Buyers shall be otherwise assume or become liable for discharge any liabilities or subject to any liability, indebtedness, commitment, or obligation obligations of Sellers or any of their Affiliates, whether direct or with respect to the Facilitiesindirect, whether known or unknown, fixed or absolute or contingent, recorded or unrecordedexcept for the Assumed Liabilities (all of such liabilities and obligations not so assumed being referred to herein as the "Excluded Liabilities"), currently existing or hereafter arising or otherwise (collectivelyand, notwithstanding the provisions of Section 2.4, the “Buyer shall not assume (and each shall be deemed to be an Excluded Liabilities”), including, without limitation, Liability) any liabilities or obligations in respect of the following Excluded Liabilities:Assets.

Excluded Liabilities. Except for With the Assumed Liabilitiesexception of those liabilities and obligations specifically agreed to be assumed by BUYER pursuant to Section 3.1, Buyers BUYER shall not assume and under no circumstances shall Buyers assume, be obligated to pay for, or assumesuffer any liability for any, and none SELLER shall solely retain, pay, perform, defend and discharge all of the assets liabilities and obligations of Buyers shall be SELLER of any and every kind whatsoever, direct or become liable for or subject to any liabilityindirect, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed absolute or contingent, recorded mature or unrecordedunmatured, currently existing whether or hereafter arising not incurred in connection with, whether related to the Business or otherwise (collectively, the “"Excluded Liabilities”"), includingwhich Excluded Liabilities shall include, without limitation, the following Excluded Liabilitiesliabilities and obligations:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer and Buyer Entities shall not assume and under no circumstances shall Buyers Buyer or Buyer Entities be obligated to pay or assume, and none of the assets of Buyers Buyer and Buyer Entities shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the FacilitiesSeller and Seller Entity Organizations, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “"Excluded Liabilities”"), including. The Excluded Liabilities shall include, without limitation, the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers shall not assume assume, and under no circumstances shall Buyers be obligated to pay pay, discharge, perform or assumeassume any debt, and none of the assets of Buyers shall be obligation, expense or become liable for or subject to any liability, indebtedness, commitment, or obligation liability of Sellers or their Affiliatesany Affiliates thereof that are not Assumed Liabilities, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise including without limitation (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:):

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or obligated with respect to the Facilitiesany other obligation or liability of Seller of any nature whatsoever (whether accrued, whether contingent, known or unknown, fixed and whether or contingent, recorded not arising after the Closing Date and whether or unrecorded, currently existing or hereafter arising not disclosed by Seller or otherwise reserved or reflected against in the Financial Statements), and Seller shall retain sole responsibility for and shall pay, discharge and perform all liabilities not specifically included in the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Purchaser shall not assume and under in no circumstances shall Buyers be obligated to pay or event assume, and none of the assets of Buyers nor shall it be liable for, any obligations or become liable for or subject to any liability, indebtedness, commitment, or obligation liabilities of Sellers of any nature whatsoever (whether express or their Affiliates, or with respect to the Facilities, whether known or unknownimplied, fixed or contingent, recorded known or unrecorded, currently existing or hereafter arising or otherwise unknown) other than the Assumed Liabilities (collectively, all such obligations and liabilities of Sellers other than the Assumed Liabilities are referred to individually as an “Excluded Liability” and collectively as the “Excluded Liabilities”). Without limiting the foregoing, including, without limitation, the following Excluded LiabilitiesPurchaser shall not be deemed to assume any liabilities relating to or arising out of:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers or be obligated to pay bound by all obligations or assumeliabilities of Seller of any kind or nature, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed accrued, absolute, contingent or contingentotherwise, recorded or unrecorded, currently existing or hereafter arising or otherwise whatsoever (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"), includingwhich Excluded Liabilities shall include, without limitation, all of the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for Notwithstanding anything contained herein to the Assumed Liabilitiescontrary, Buyers Buyer shall not assume and under no circumstances shall Buyers or cause to be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitmentassumed, or obligation of Sellers be deemed to have assumed and shall not be liable or their Affiliatesresponsible to pay, perform or with respect to the Facilities, discharge any liabilities or obligations (whether known or unknown, fixed fixed, absolute, matured, unmatured, accrued or contingent, recorded or unrecorded, currently now existing or hereafter arising after the date hereof) of Seller or otherwise any of its Subsidiaries, other than Assumed Liabilities (such liabilities or obligations that are not Assumed Liabilities, collectively, the “Excluded Liabilities”), including, without ) including by way of illustration and not limitation, the following Excluded Liabilities:

Excluded Liabilities. ‌ Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers Buyer be obligated to pay or assume, and none of the assets of Buyers Buyer shall be or become liable for or subject to to, any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the FacilitiesSeller, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers The Purchasers shall not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liabilitydebts, indebtednessobligations, commitmentcommitments, or obligation liabilities of Sellers or their Affiliates, or with respect to the FacilitiesSeller, whether known or unknown, fixed or absolute, contingent, recorded or unrecordedotherwise, currently existing whether accrued or hereafter arising unaccrued and whether or otherwise not related to the Assets, except for the Assumed Liabilities (collectively, the “obligations and liabilities of the Seller not assumed by the Purchasers are hereinafter referred to as the "Excluded Liabilities”), including, ") including without limitation, the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers Buyer be obligated to pay pay, perform discharge or assume, and none of the assets of Buyers Buyer shall be or become liable for or subject to to, any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the FacilitiesSeller, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume or be obligated to assume, and under no circumstances the terms of this Agreement (except as otherwise specifically provided herein) Buyer shall Buyers not be obligated to pay for, satisfy or assumeperform, and none of the assets of Buyers Buyer shall be or become liable for or subject to for, any liability, indebtedness, commitment, commitment or other obligation of Sellers or their Affiliates, or with respect to the FacilitiesSeller, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising arising, or otherwise (collectively, the “"Excluded Liabilities”"), including, without limitation, including but not limited to any of the following Excluded Liabilitiesliabilities of Seller or its Affiliates:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers the Buyer shall not assume and under no circumstances shall Buyers the Buyer be obligated to pay or assume, and none of the assets of Buyers Buyer shall be or become liable for or subject to to, any liability, indebtedness, commitment, or obligation of Sellers Seller or their Affiliates, or with respect to the Facilitiesits Wholly Owned Subsidiaries, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers no Buyer shall not assume and under no circumstances shall Buyers any Buyer be obligated to pay or assume, and none of the assets of Buyers any Buyer shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers any Seller or their its respective Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for Buyers shall not assume, acquire or be liable for, nor be deemed to have assumed, acquired or be liable for, any agreements, contracts, liabilities or obligations of Seller other than the Assumed Liabilities (all such agreements, contracts, liabilities or obligations not constituting Assumed Liabilities, Buyers shall not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, . The Excluded Liabilities shall remain the following Excluded Liabilities:exclusive responsibility of and shall be retained by Seller.

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyers Buyer does not hereby and will not assume or become liable for and shall not assume and under no circumstances shall Buyers be obligated to pay or assume, and none satisfy any Liability whatsoever in connection with the Business or otherwise of the assets Seller, regardless of Buyers shall be when or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise by whom asserted (collectively, the “Excluded Liabilities”), including, without limitation. The Excluded Liabilities shall remain the responsibility and obligation of the Seller after Closing. Without limiting the foregoing and for the avoidance of doubt, the following Assumed Liabilities shall in no event include, and the Excluded LiabilitiesLiabilities shall include, the following:

Excluded Liabilities. Except for the Assumed LiabilitiesLiabilities described in Section 1.2 above, Buyers Buyer shall not assume and under no circumstances shall Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for for, and shall not be deemed to have assumed or subject to have become liable for, any liabilityother debts, indebtednessliabilities or obligations of Seller of any nature whatsoever, commitmentwhether accrued, absolute or obligation of Sellers or their Affiliates, or with respect to the Facilitiescontingent, whether known or unknown, fixed whether disclosed or contingentundisclosed, recorded whether due or unrecorded, currently existing to become due and regardless of when or hereafter arising or otherwise by whom asserted (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:.

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume assume, nor shall it be liable for and under no circumstances circumstance shall Buyers Buyer be obligated to pay or assume, and none of the assets of Buyers Assets shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitiesto:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume assume, nor shall it be liable for and under no circumstances circumstance shall Buyers the Buyer be obligated to pay or assume, and none of the assets of Buyers Assets shall be or become liable for or subject to any liability, indebtedness, commitment, liability or obligation of Sellers Seller Group or their Affiliatesits affiliates, including any obligations or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitiesliabilities of Seller Group:

Excluded Liabilities. Except for Notwithstanding the Assumed Liabilitiesforegoing or anything to the contrary set forth herein, Buyers Buyer shall not assume and under no circumstances shall Buyers be obligated to pay or assumebecome responsible for, and none the Seller Entities shall remain solely liable for, any and all Liabilities or obligations of the assets of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, Seller Entity (whether known or unknown, fixed whether absolute or contingent, recorded whether liquidated or unrecordedunliquidated, currently existing whether accrued or hereafter arising unaccrued, whether due to become due, and whether claims with respect thereto are asserted before or otherwise after the Closing) other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume and under no circumstances shall Buyers not be obligated responsible to pay pay, perform or assumedischarge, and none of nor shall the assets of Buyers shall Purchased Assets or Buyer be subject to, any Liabilities or become liable for or subject to any liability, indebtedness, commitment, or obligation obligations of Sellers or their Affiliates, or with respect to other than the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise Assumed Liabilities (collectively, the “Excluded Liabilities”), includingwhich Excluded Liabilities shall remain the responsibility and obligation of the Sellers or one or more of their Affiliates (other than the Acquired Subsidiaries) to pay, without limitationperform and discharge when due after Closing. For the avoidance of doubt, the following Excluded LiabilitiesLiabilities include:

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyers the Purchasers shall not assume and under no circumstances shall Buyers be obligated to pay or assumebecome responsible for, and none shall not be deemed to have assumed or to have become responsible for, any liabilities and obligations of the assets any Asset Seller of Buyers shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilitieskind, whether known or unknown, fixed asserted or unasserted, absolute or contingent, recorded accrued or unrecordedunaccrued, currently existing liquidated or hereafter arising unliquidated, and whether due or otherwise to become due (collectively, the “"Excluded Liabilities”"), including, without limitation, including the following Excluded Liabilitiesfollowing:

Excluded Liabilities. Except for as expressly provided to the Assumed Liabilitiescontrary in Section 2.3 hereof, Buyers Buyer shall not assume or be liable for and under no circumstances circumstance shall Buyers Buyer be obligated to pay or assume, and none of the assets of Buyers Assets shall be or become liable for or subject to to, any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, known or unknown, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”)arising, including, without limitation, the following (collectively, the "Excluded Liabilities:"):

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Under no circumstance shall not Purchasers assume and under no circumstances shall Buyers or be obligated to pay or assumepay, and none of the assets of Buyers Purchased Assets shall be or become liable for or subject to to, any liability, indebtedness, commitment, or obligation and all liabilities of Sellers or their Affiliates, or with respect to any Seller other than the FacilitiesAssumed Liabilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing and whether arising prior to or hereafter arising or otherwise after Closing (collectively, the “"Excluded Liabilities”"), which shall be, become and remain liabilities and obligations of Sellers (subject to Section 14.2(a)(iii)), including, without limitation, the following Excluded Liabilities:

Excluded Liabilities. Except for the Assumed Liabilities, Buyers Buyer shall not assume assume, nor shall it be liable for, and under no circumstances circumstance shall Buyers Buyer be obligated to pay or assume, and none of the assets of Buyers Purchased Assets shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of Sellers or their Affiliates, or with respect to the Facilities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilitiesto: