Liabilities Not Being Assumed. The Buyer is not assuming any liabilities or obligations of the Seller (fixed or contingent, known or unknown, matured or unmatured) whatsoever other than the Assumed Obligations. For convenience of reference, all liabilities and obligations of the Seller not being assumed by the Buyer are collectively referred to as the "Excluded Obligations." The Seller hereby agrees to pay all Excluded Obligations as and when such Excluded Obligations become due.
Liabilities Not Being Assumed. Except for the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any, and Seller shall remain responsible for and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer from and against all, liabilities and obligations of Seller, whether known or unknown, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), which shall include, without limitation, any and all of the following obligations or liabilities of Seller:
Liabilities Not Being Assumed. Other than the Assumed Obligations, Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities of Seller (collectively, the “Retained Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including the following:
Liabilities Not Being Assumed. 3 1.5. Instruments of Conveyance and Transfer, Etc .............. 4 1.6.
Liabilities Not Being Assumed. Anything contained herein to the contrary notwithstanding, the Purchaser is expressly not assuming any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller (the "Excluded Liabilities"), which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller:
Liabilities Not Being Assumed. Anything contained in this Agreement to the contrary notwithstanding, the Buyer is not assuming any liabilities or obligations (fixed or contingent, known or unknown, matured or unmatured) of the Seller other than the Assumed Obligations, whether or not relating to the Purchased Assets or the Business, all of which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of the Seller. Without limiting the generality of the foregoing, the Buyer is not assuming any of the following liabilities and obligations:
Liabilities Not Being Assumed. Except for the Assumed Obligations or as otherwise expressly set forth in this Agreement, or in any document, instrument or agreement executed or entered into by Purchaser pursuant hereto or contemporaneously herewith, Purchaser shall not assume, and shall have no responsibility with respect to, any and all liabilities or obligations of Seller, known or unknown, absolute or contingent, accrued or unaccrued, whether due or to become due.
Liabilities Not Being Assumed. Buyer and HealthLink, Ltd. are not assuming any liabilities of the Seller other than obligations arising from and after the Closing Date under the contracts.
Liabilities Not Being Assumed. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume or become responsible for any claim, liability or obligation of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of Seller except the Assumed Obligations. Other than the Assumed Obligations, nothing contained in this Agreement shall be deemed or construed to constitute the assumption by Purchaser of, or the agreement by Purchaser to pay or discharge, any liabilities or obligations, whether known or unknown, existing or contingent, of the Business or otherwise arising from the Purchased Assets prior to Closing. Except for the Assumed Obligations, Seller hereby expressly covenants and agrees that Seller shall remain liable for and shall be responsible for all liabilities and obligations related to the Business or otherwise arising from the Purchased Assets and incurred prior to the Closing, including, without limitation, wages, fringe benefits which have not been expressly assumed by Purchaser as provided in Section 2.2 above, severance or other payments, benefits or damages due to each of Seller's employees. Seller will defend, indemnify and save harmless Purchaser from and against any and all claims, demands, actions, liabilities, expenses (including attorney's fees) and losses to the extent the same arise out of or relate to any and all liabilities and obligations for which Seller is responsible as contemplated hereby. This indemnity is not subject to the provisions, limitations or restrictions of Section 9.3(b), (c) or (d). Without limiting the generality of the foregoing, the following are included among the Liabilities of Seller which Purchaser shall not assume or become responsible for (unless specifically included on the list of Assumed Obligations):
Liabilities Not Being Assumed. Except for the Assumed Contractual Obligations, the Company and the Members agree that CUI shall not be obligated to assume or perform or discharge, and that CUI will not be assuming, performing or otherwise discharging, any liabilities or obligations of the Company, whether known or unknown, fixed or contingent, matured or unmatured, certain or uncertain, that have arisen prior hereto or may arise between the date hereof and the Closing or which may arise after the Closing out of the conduct of any business or other activities conducted by the Company (collectively, the "Retained Liabilities"). The Company and Members jointly and severally covenant and agree that the Company shall be responsible for performing and satisfying, and shall perform and satisfy, the Retained Liabilities, at the Company's sole expense, and without liability, cost, loss or expense of or to CUI. The Retained Liabilities shall include, but shall not be limited to, any and all of the following obligations and liabilities of the Company:
