Common use of Other Liabilities Not Assumed Clause in Contracts

Other Liabilities Not Assumed. Anything in Section 2.6 to the contrary notwithstanding, none of Buyer, XII or XSL shall assume or be responsible for any liabilities or obligations of Seller or Subsidiary other than the Assumed Liabilities, including the following (collectively, the "Retained Liabilities"): (a) any loans or amounts owed to any member of the Seller, other than amounts owed to employees of Seller as compensation or reimbursable expenses incurred in the ordinary course of business or as set forth in the Balance Sheet; (b) any claim by any customer or supplier of Seller or the Subsidiary or any other Person based on any alleged tort, breach of contract or failure of or defect in performance by Seller or the Subsidiary or other cause of action arising as a result of activities of Seller or the Subsidiary prior to the Closing Date other than warranty claims included in Assumed Liabilities to the extent provided in Section 2.6(c)(iii) and other than liabilities arising from the sale of the Products by the Seller and the Subsidiary in the ordinary course of business prior to the Closing included in Assumed Liabilities to the extent provided in 2.6(c)(iv); (c) obligations or liabilities under any Contracts excluded on Schedule 2.2; (d) any liquidation or dissolution of Seller or the Subsidiary; (e) subject to Section 6.5 any Taxes for which Seller or the Subsidiary is liable, whether attributable to periods prior to, including or subsequent to the Closing Date; and (f) the Seller's obligations under Section 7 of this Agreement.