Liabilities Not Assumed by the Buyer. The Buyer shall not be deemed by anything contained in this Agreement to have assumed, and does not assume, and the Seller shall pay and discharge and indemnify the Buyer and hold the Buyer harmless for, any responsibility for any liabilities of the Company or obligations of the Company of any kind or description (other than those liabilities which accrue on or after the Closing Date as specifically set forth in the Agreement) including, without limitation:
Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller shall pay and discharge in due course all of its liabilities, debts and obligations relating to the Transferred Assets or the Business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, any Tax liabilities of the Seller or the Affiliated Companies pertaining to the Transferred Assets or the Business for periods prior to the Closing Date, any Debt Obligations and the liabilities and obligations set forth in clauses (a) through (g) below (collectively, the "Retained Liabilities"), and, subject to SECTION 7.5 hereof, the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following:
Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities, the Seller and the Shareholders shall pay and discharge in due course all liabilities, debts and obligations relating to the Seller, the Shareholders, the Transferred Assets or the Business, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, (i) any Tax liabilities pertaining to any of the Seller, the Shareholders, the Transferred Assets or the Business for periods prior to and including the Closing Date, (ii) any Debt Obligations of any Person, (iii) all liabilities and obligations relating to any products manufactured, sold or distributed or services provided by or on behalf of the Seller or with respect to any claims made pursuant to warranties to third Persons in connection with products manufactured, sold or distributed or services provided by or on behalf of the Seller, the Shareholders or any Affiliate of the Seller or the Shareholders, (iv) all Pre-Closing Obligations, (v) all liabilities and obligations of any Person arising prior to the Closing or related to the conduct or operation of the Transferred Assets or the Business on or prior to the Closing Date and (vi) all obligations, liabilities and expenses of the Seller, the Shareholders or any Affiliate of the Seller or the Shareholders, including investment banking, legal and accounting fees and expenses, relating to the transactions contemplated herein (collectively, the "Retained Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities.
Liabilities Not Assumed by the Buyer. Except for the Assumed Liabilities and the warranty claims as provided in Section 7.09 hereof, the Seller shall pay and discharge in due course all of its liabilities, debts and obligations, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, those listed in Schedule 1.05 of the Disclosure Schedule (the “Retained Liabilities”), and the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following:
Liabilities Not Assumed by the Buyer. The Seller shall pay and ------------------------------------- discharge in due course all of its Debt and perform and discharge in due course all of its obligations relating to the Business or the Business Assets, whether known or unknown, now existing or hereafter arising, contingent or liquidated, including, without limitation, the liabilities and obligations set forth in clauses (a) through (f) below (collectively, the "Retained Liabilities"), and --------------------- the Buyer shall not assume, or in any way be liable or responsible for, any of such Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following:
Liabilities Not Assumed by the Buyer. Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume, or in any way be liable or responsible for any, and Seller, each member of the Seller Affiliate Group and their respective Affiliates shall pay, perform and discharge all, of their respective obligations and liabilities, direct or indirect, known or unknown, fixed or unfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, except for the Assumed Liabilities (the “Excluded Liabilities”) and Seller and the Seller Affiliate Group shall hold Buyer harmless with respect to the Excluded Liabilities pursuant to Article X hereof. For the avoidance of doubt, the term Assumed Liabilities does not include Excluded Liabilities and the term Excluded Liabilities includes all liabilities and obligations of the Seller (including without limitation liabilities and obligations imposed by operation of law) other than the liabilities and obligations expressly enumerated under Section 2.3. Without limiting the generality of the foregoing, Excluded Liabilities shall include the following obligations and liabilities:
Liabilities Not Assumed by the Buyer. The Seller shall be responsible for all liabilities and obligations with respect to the Seller, the Assets or the business operations of the Seller, fixed, absolute, contingent, disputed or undisputed, secured or unsecured, known or unknown, now in existence or hereafter arising (collectively the "Liabilities"), and the Buyer shall not assume, or in any way be liable or responsible for, and the Seller shall and do indemnify, defend and hold harmless the Buyer against the Liabilities. Without limiting the generality of the foregoing, the Buyer shall not assume the following with respect to the business of the Seller and the Assets (all of which are deemed to be included within the "Liabilities"):
Liabilities Not Assumed by the Buyer. Anything in this Agreement to the contrary notwithstanding, the Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of the Business or any liabilities or obligations of the Seller or the Principals, whether or not such liabilities or obligations are in connection with or related to the Business or the Purchased Assets. Without limiting the generality of the foregoing, the Seller and the Principals shall retain, and shall be solely responsible for paying, performing and discharging when due, and the Buyer shall not assume or have any responsibility for, each of the following:
Liabilities Not Assumed by the Buyer. Except as provided in Section 3.1, BUYER shall not be deemed by anything contained in this Agreement to have assumed, and the SELLER shall pay and discharge and indemnify the BUYER and hold the BUYER harmless for any responsibility for any liabilities or obligations of any kind or description, including, without limitation:
Liabilities Not Assumed by the Buyer. The Buyer is not assuming any liabilities of the Seller or of HMS other than the Assumed Liabilities specifically set forth in Section 2.05 above. The Buyer shall not be deemed to have assumed any other liabilities or obligations of the Seller or HMS whatsoever including, without limitation, any of the following specified liabilities ("Excluded Liabilities"):
