Common use of Liabilities to be Retained by Sellers Clause in Contracts

Liabilities to be Retained by Sellers. Sellers shall retain, and Buyer shall not assume, pay, perform, defend or discharge, the following liabilities and obligations: (i) any liabilities or obligations related to any of the Retained Assets; (ii) any liabilities of any Seller or any of Sellers' respective Affiliates to the extent not related to the Business or the Purchased Assets; (iii) Environmental Liabilities other than the Assumed Environmental Liabilities, (iv) except as otherwise expressly provided in Section 10.2.1, any liabilities or obligations of any Seller or any Seller ERISA Affiliate (as defined herein) with respect to any Business Benefit Plan; (v) except as otherwise expressly provided in Section 10.2.1, any liabilities or obligations in connection with any claim made by any employee or former employee of the Business arising out of or related to (a) any event, action or omission occurring prior to the Closing Date or (b) such employee's employment (including the termination thereof) prior to the Closing Date; (vi) any criminal and civil fines arising out of or related to events, actions or omissions occurring prior to the Closing Date in connection with the Business; (vii) any liabilities, claims or obligations for bodily injury, death or property damage arising out of the manufacture, sale or distribution of asbestos-containing products; (viii) all liabilities and obligations of Sellers under this Agreement or with respect to or arising out of the transactions contemplated hereby; (ix) all indebtedness for borrowed money relating to the agreements set forth on Schedule 2.2; and (x) all liabilities for Taxes related to the Business or the Purchased Assets for which Sellers are designated as responsible pursuant to Section 10.2.3 or Section 11.1 (collectively, the "Retained Liabilities").

Liabilities to be Retained by Sellers. Sellers shall retain, and Buyer shall not assume, pay, perform, defend or discharge, the following liabilities and obligations: (i) any liabilities or obligations related to any of the Retained Assets; (ii) any liabilities of any Seller or any of Sellers' respective Affiliates to the extent not related to the Business or the Purchased Assets; (iii) Environmental Liabilities other than the Assumed Environmental Liabilities, (iv) except as otherwise expressly provided in Section 10.2.1, any liabilities or obligations of any Seller or any Seller ERISA Affiliate (as defined herein) with respect to any Business Benefit Plan; (v) except as otherwise expressly provided in Section 10.2.1, any liabilities or obligations in connection with any claim made by any employee or former employee of the Business arising out of or related to (a) any event, action or omission occurring prior to the Closing Date or (b) such employee's employment (including the termination thereof) prior to the Closing Date; (vi) any criminal and civil fines arising out of or related to events, actions or omissions occurring prior to the Closing Date in connection with the Business; (vii) any liabilities, claims or obligations for bodily injury, death or property damage arising out of the manufacture, sale or distribution of asbestos-containing products; (viii) all liabilities and obligations of Sellers under this Agreement or with respect to or arising out of the transactions contemplated hereby; (ix) all indebtedness for borrowed money relating to the agreements set forth on Schedule 2.2; and (x) all liabilities for Taxes related to the Business or the Purchased Assets for which Sellers are designated as responsible pursuant to Section 10.2.3 or Section 11.1 (collectively, the "Retained Liabilities").the