Common use of Liabilities Not Being Assumed Clause in Contracts

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. Other than Notwithstanding anything herein to the Assumed Obligationscontrary, the Buyer shall not be obligated to assume or perform and is not assuming or performing any Liabilities liability of Seller (collectively, the “Retained Liabilities”), and Seller shall remain responsible for all Retained Sellers not part of the Assumed Liabilities, including any of the following:following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, of the Sellers, which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of the Sellers (the "Sellers' Retained Liabilities"):

Liabilities Not Being Assumed. Other than the Assumed Obligations, Buyer The Acquiror is not assuming and shall not be obligated to assume pay or perform satisfy, and is not assuming or performing the Seller shall remain responsible for, any Liabilities of Seller other than the Assumed Liabilities (collectively, the “Retained Excluded Liabilities”), and Seller shall remain responsible for all Retained Liabilities, including the following:

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Buyer Seller agrees that the Purchaser shall not be obligated to assume or perform and is not assuming or performing any Liabilities liabilities or obligations of Seller the Seller, whether known or unknown, fixed or contingent, certain or uncertain (collectively, the “Retained Liabilities”), and Seller shall remain responsible for and shall indemnify, defend and hold harmless Purchaser from and against all Retained Liabilities, including which shall include, but not be limited to, the followingfollowing obligations or liabilities of the Seller:

Liabilities Not Being Assumed. Other than Except for the Assumed Obligations, Buyer shall not be obligated to assume or perform and be responsible for any liabilities or obligations of Sellers or the Business including, without limitation, liabilities or obligations related to employment matters of Sellers. Buyer may, but is not assuming or performing any Liabilities obligated to, offer new employment to certain employees of Seller (collectively, the “Retained Liabilities”), Sellers under terms and Seller shall remain responsible for all Retained Liabilities, including the following:conditions as offered by Buyer in its sole and absolute judgment.

Liabilities Not Being Assumed. Other than Anything contained herein to the Assumed Obligationscontrary notwithstanding, 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 and Buyer shall not assume the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller ("Excluded Liabilities, including the following:"):