Common use of Liabilities Not Being Assumed Clause in Contracts

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. Except for the Assumed Obligations, Seller agrees the Sellers agree that Buyer the Purchasers shall not be obligated to assume or perform and is are not assuming or performing anyany liabilities or obligations of the Sellers, whether known or unknown, fixed or contingent, certain or uncertain (the “Retained Liabilities”), and Seller the Sellers shall remain responsible for and shall indemnify, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer Purchasers 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 "all Retained Liabilities"), which shall include, without limitationbut not be limited to, any and all of the following obligations or liabilities of Sellerthe Sellers:

Liabilities Not Being Assumed. Except for the Assumed Obligations, or to the extent caused by Buyer’s acts or omissions, 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, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "“Retained Liabilities"”), and Seller shall remain responsible for all Retained Liabilities, which shall include, without limitation, any and all of the following obligations or liabilities of Seller:

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 anyany liabilities or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), 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 "all Retained Liabilities"), which shall include, without limitation, any and all of the following obligations or liabilities of Seller:

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, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), and Seller shall remain responsible for all Retained Liabilities, which shall include, without limitation, any and all of the following obligations or liabilities of Seller:

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, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "“Retained Liabilities"”), and Seller shall remain responsible for all Retained Liabilities, which shall include, without limitation, any and all of the following obligations or liabilities of Seller:

Liabilities Not Being Assumed. Except for the Assumed Obligations----------------------------- Liabilities, 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 any liability or obligation of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "Retained Liabilities"), and Seller shall remain responsible for all Retained Liabilities, which shall include, without limitation, any and all of the following obligations or liabilities of Seller:

Liabilities Not Being Assumed. Except for the Assumed Obligations, Seller agrees that Buyer shall not be obligated to assume or perform perform, and is not assuming or performing anyperforming, 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, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, and regardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "“Retained Liabilities"”), and Seller shall remain responsible for all Retained Liabilities, which shall include, without limitation, any and all of the following obligations or liabilities of Seller:

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 anyperforming, and Seller shall remain responsible for and shall indemnifyfor, defend (with counsel reasonably acceptable to Buyer and paid for by Seller) and hold harmless Buyer from and against all, any liabilities and or obligations of Seller, whether known or unknown, fixed or contingent, certain or uncertain, 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 . The Retained Liabilities include, without limitation, any and all of the following obligations or liabilities of Seller: