Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. All liabilities of Seller other than the Assumed Liabilities shall be retained by Seller (the “Retained Liabilities”).

Retained Liabilities. All liabilities of Seller other Other than the Assumed Liabilities Liabilities, Buyer shall not assume or in any way be retained by liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to the conduct of the Business (collectively, the “Retained Liabilities”).. The Retained Liabilities shall include:

Retained Liabilities. All Except for the Assumed Liabilities, the Buyer shall not assume or in any way be responsible for any liabilities of the Seller other than or any of its Affiliates, including the Assumed Liabilities shall be following liabilities (the liabilities retained by Seller (the Seller, collectively, the “Retained Liabilities”)., which Retained Liabilities shall remain the responsibility and obligation of the Seller or one or more of its Affiliates after Closing:

Retained Liabilities. All The liabilities of Seller other than the Assumed Liabilities shall and obligations not to be assumed by Buyer and to be retained by Seller (the “"Retained Liabilities”).") include, without limiting the generality of the foregoing, and whether or not incurred in the ordinary and usual course of business:

Retained Liabilities. All liabilities Seller shall retain, and Buyer shall not assume or be liable for, any of the Liabilities of Seller other than the Assumed Liabilities shall be retained by Seller (collectively, the “Retained Liabilities”)., which Retained Liabilities shall include, without limitation:

Retained Liabilities. All liabilities Seller shall retain, and Purchaser shall not assume, all Liabilities of Seller and the Business other than the Assumed Liabilities shall be retained by Seller (the “Retained Liabilities”)., including the following:

Retained Liabilities. All liabilities Notwithstanding anything to the contrary contained herein, the Sellers shall retain, and Purchaser shall not assume, any and all Liabilities of Seller the Sellers or any of their respective Affiliates other than those specifically included in the Assumed Liabilities shall be retained by Seller (the “Retained Liabilities”)., including:

Retained Liabilities. All liabilities Liabilities of Seller other than the Assumed Liabilities shall be retained by Seller (the “Retained Liabilities”).) shall remain the sole responsibility of Seller. For the avoidance of doubt, the Retained Liabilities shall include:

Retained Liabilities. All liabilities Except Assumed Liabilities, Buyer shall not assume, and Seller shall remain solely responsible for and shall retain, pay, perform and discharge, in full, any and all other Liabilities of Seller other than the Assumed Liabilities shall be retained by Seller Seller, whether known, unknown, contingent, executory, fixed or otherwise (the “Retained Liabilities”).

Retained Liabilities. All liabilities of Seller other Other than the Assumed Liabilities shall Liabilities, Buyer will not assume or be retained by liable for any other Liabilities, including Retained Liabilities, and Seller (the will remain responsible for paying, performing and discharging all such Liabilities. “Retained Liabilities”).” shall include, without limitation, the following:

Retained Liabilities. All liabilities The Seller Entities shall retain, and Purchaser shall not assume, any Liabilities of the Business, the Seller or any of its Affiliates, other than the Assumed Liabilities shall be retained by Seller (collectively, the “Retained Liabilities”).

Retained Liabilities. All liabilities Seller shall retain and Buyer shall not assume any liabilities, obligations or commitments of Seller other than the Assumed Liabilities shall Liabilities. The liabilities, obligations and commitment to be retained by Seller (the “"Retained Liabilities”).") shall include those arising from or relating to the following:

Retained Liabilities. All Seller shall retain all liabilities of Seller other than and obligations except the Assumed Liabilities shall be retained by Seller Liabilities, (collectively, the “"Retained Liabilities”")., and Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the Retained Liabilities, including, but not limited to the following:

Retained Liabilities. All liabilities Buyer will not assume, and Sellers shall remain liable with respect to, all other Liabilities of Seller other than the Assumed Liabilities shall be retained by Seller Sellers (the “Retained Liabilities”)., including:

Retained Liabilities. All liabilities of Seller other than Except for the Assumed Liabilities, Buyer shall not assume pursuant to this Agreement or the Transactions, and shall have no liability for, any Liabilities shall be retained by Seller of Seller, or any of its predecessors in interest, of any kind, character or description whatsoever (the “Retained Liabilities”)., all of which shall continue to be Liabilities of Seller. Without intending to limit the generality or effect of the foregoing, Retained Liabilities shall include the following Liabilities of Seller and its respective predecessors in interest:

Retained Liabilities. All liabilities The Purchaser shall not assume or become responsible for, and the Seller shall remain solely liable for, any and all Liabilities of the Seller other than the that are not Assumed Liabilities shall be retained by Seller (collectively, the “Retained Liabilities”).

Retained Liabilities. All liabilities Except Assumed Liabilities, Buyer shall not assume, and Seller shall remain solely responsible for and shall retain, pay, perform and discharge, any and all other Liabilities of Seller other than the Assumed Liabilities shall be retained by Seller Seller, whether known, unknown, contingent, executory, fixed or otherwise (the “Retained Liabilities”).. Notwithstanding anything to the contrary contained herein, and without limiting the foregoing, the following shall be considered Retained Liabilities of Seller for the purposes of this Agreement:

Retained Liabilities. All Sellers shall retain all liabilities and obligations of Seller other than Sellers, unless, and to the Assumed Liabilities shall be retained by Seller extent, otherwise expressly provided for in this Agreement (such liabilities so retained, the “Retained Liabilities”).. Without limiting the foregoing, Buyer shall not assume and has not agreed to pay or discharge, and Sellers shall retain, pay and discharge, any and all liabilities and obligations relating to:

Retained Liabilities. All liabilities of Seller other than Except for the Assumed Liabilities Liabilities, Buyer shall be retained by not assume or become obligated with respect to any Liability of the Seller Group of any nature whatsoever (the “Retained Liabilities”)., and the Seller Group shall retain and shall pay, discharge and perform all of the Retained Liabilities, including:

Retained Liabilities. All liabilities of Seller other than Except for the Assumed Liabilities, Purchaser shall not assume any Liabilities shall be of any Seller, all such Liabilities being retained by such Seller (collectively, the “Retained Liabilities”).

Retained Liabilities. All liabilities of Seller other than Sellers shall retain, and Buyer shall not assume or be responsible or liable for, the Assumed Liabilities shall be retained by Seller (the “Retained Liabilities”).

Retained Liabilities. All liabilities of Seller other than shall retain, and Acquiror shall not -------------------- assume or be responsible or liable for, the Assumed Liabilities shall be retained by Seller (the “Retained Liabilities”).

Retained Liabilities. All liabilities of Seller other than Notwithstanding anything herein to the contrary, except for the Assumed Liabilities, Seller shall retain all, and the Buyer shall not have any responsibility for, any Liabilities shall be retained by of the Seller, whether or not relating to the Acquired Assets, Seller Services, HM5000 Retained Business or the Business and regardless of when such Liabilities arise (collectively referred to hereinafter as the “"Retained Liabilities”").

Retained Liabilities. All liabilities of Seller other than Notwithstanding anything herein to the contrary, except for the Assumed Liabilities, Sellers shall retain, and Purchasers shall not assume or otherwise be liable or responsible for the following Liabilities shall be retained by Seller (collectively, the “Retained Liabilities”).):

Retained Liabilities. All liabilities The Seller shall remain solely responsible for and shall retain, pay, perform and discharge (provided that nothing herein shall prevent the Seller from contesting in good faith any Retained Liabilities against any third parties), and the Purchaser shall not assume, all other Liabilities of Seller other than the Assumed Seller, including without limitation the following Liabilities shall be retained by Seller (collectively, the “Retained Liabilities”).):

Retained Liabilities. All liabilities Notwithstanding anything herein to the contrary, Seller shall retain and Buyer shall not assume, agree to pay, perform or discharge any Liabilities or obligations of Seller or its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities shall be retained (such liabilities not assumed by Seller (Buyer, collectively, the “Retained Liabilities”).. “Retained Liabilities” shall include the following:

Retained Liabilities. All liabilities Except Assumed Liabilities, Buyer shall not assume, and Seller shall remain solely responsible for and shall retain, pay, perform and discharge, in full, any and all other Liabilities of Seller other than the Assumed Liabilities shall be retained by Seller Seller, whether known, unknown, contingent, executory, fixed or otherwise (the “"Retained Liabilities”").

Retained Liabilities. All liabilities of Seller other than Notwithstanding anything contained herein to the contrary, the Assumed Liabilities shall be retained by not include and the Seller shall remain liable for the following Liabilities of the Seller (collectively, the “"Retained Liabilities”)."):

Retained Liabilities. All liabilities Buyer does not assume, and Seller shall retain all liabilities, obligations, debts, and expenses of Seller other than the Assumed Liabilities shall be retained by Seller (collectively, the “Retained Liabilities”).) whether or not the Retained Liabilities are known or unknown, fixed or contingent, and whether or not the Retained Liabilities arose by reason of events occurring prior to or after the Closing. Without limiting the foregoing, the Retained Liabilities shall include, without limitation, any Liabilities relating to:

Retained Liabilities. All liabilities Seller shall be responsible for any and all of its Liabilities not included within the Assumed Liabilities, and Buyer shall not assume or be liable for any Liabilities of Seller other than the Assumed Liabilities shall be retained by Seller (collectively, the “Retained Liabilities”)., including, without limitation:

Retained Liabilities. All Seller shall specifically retain, and Buyer shall not assume or pay, any obligations, liabilities and commitments of Seller other than under the Assumed Liabilities items described below in this Section, which items shall be retained by Seller (collectively constitute the “"Retained Liabilities”).":

Retained Liabilities. All liabilities Notwithstanding anything herein to the contrary, Seller shall retain and Buyer shall not assume, agree to pay, perform or discharge any Liabilities or obligations of Seller or its Affiliates, including the Seller Interestholders, other than the Assumed Liabilities shall be retained (such liabilities not assumed by Seller (Buyer, collectively, the “Retained Liabilities”).. “Retained Liabilities” shall include, without limitation, the following:

Retained Liabilities. All liabilities Notwithstanding anything herein to the contrary, Seller shall retain and be responsible for, and Buyer shall not assume or accept, all Liabilities of Seller other than the Assumed Liabilities shall be retained by Seller (the “Retained Liabilities”)., including the following Liabilities: