Common use of No Other Liabilities Clause in Contracts

No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):

No Other Liabilities. Notwithstanding With the exception of the Assumed Liabilities, notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Purchased Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations debt, liability or obligation of Seller other than the Specified Liabilitiesany nature, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or otherwise (collectively referred to as "Obligations") of Seller, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”)Seller. Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, for any of the following Obligations of Seller (which constitute, individually and collectively, to the Excluded extent they are not included in the Assumed Liabilities)::

No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all . All Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller, and Seller (shall pay and discharge such Obligations in full as the “Excluded Liabilities”)same become due. Without limiting the generality of the foregoing, and in addition to the liabilities excluded from the Specified Liabilities under Section 2.1.2, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constituteSeller, individually and collectively, whether or not reflected on the Excluded Liabilities):Pre-Closing Balance Sheet or the Closing Balance Sheet:

No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of the Seller other than the Specified Liabilities, and all Obligations of the Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”)Seller. Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of the Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):Seller:

No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”)Seller. Without limiting the generality of the foregoing, and in addition to the liabilities excluded from the Specified Liabilities under Section 2.1.3, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):Seller:

No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for for, any Obligations of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):Seller.

No Other Liabilities. Notwithstanding any other provisions of this -------------------- Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations Obligation of Seller other than the Specified Liabilities, and all Obligations each and every Obligation of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”)Seller. Without limiting the generality of the foregoing, and in addition to the liabilities excluded from the Specified Liabilities under Section 2.1.2 and except as set forth in Section 11.3, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, for any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):Seller:

No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations Obligation of Seller other than the Specified Liabilities, and all Obligations each and every Obligation of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”)Seller. Without limiting the generality of the foregoing, and in addition to the liabilities excluded from the Specified Liabilities under Section 2.1.2 and except as set forth in Section 11.3, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, for any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):Seller:

No Other Liabilities. Notwithstanding any other provisions of this Agreement, the Buyer shall not purchase the Specified Acquired Assets subject to, and the Buyer shall not in any manner assume or be liable or responsible for, any Liabilities of the Seller other than the Assumed Liabilities. All Liabilities of the Seller other than the Assumed Liabilities shall remain the sole obligation of the Seller and the Seller shall be responsible for such Liabilities. Without limiting the generality of the foregoing, and in addition to the Liabilities excluded from the Assumed Liabilities, the Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):.

No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all . All Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller, and Seller (shall pay and discharge such Obligations in full as the “Excluded Liabilities”)same become due. Without limiting the generality of the foregoing, and in addition to the liabilities excluded from the Specified Liabilities under Section 2.1.2, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constituteSeller, individually and collectively, whether or not reflected on the Excluded Liabilities):Closing Balance Sheet:

No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer Buyers shall not purchase the Specified Assets subject to, and Buyer Buyers shall not in any manner assume or be liable or responsible for any Obligations (as defined in Section 1.17) of Seller Sellers other than the Specified Liabilities, and all Obligations of Seller Sellers other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”)Sellers. Without limiting the generality of the foregoing, Buyer and in addition to the liabilities excluded from the Specified Liabilities under Section 2.1.2, Buyers shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, for any of the following Obligations of Seller (which constituteSellers, individually and collectively, whether or not reflected on the Excluded Liabilities):Closing Balance Sheet:

No Other Liabilities. Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations (as defined in Section 1.18) of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”)Seller. Without limiting the generality of the foregoing, and in addition to the liabilities excluded from the Specified Liabilities under Section 2.1.2, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constituteSeller, individually and collectively, whether or not reflected on the Excluded Liabilities):Closing Balance Sheet: