Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities of Seller or any of its subsidiaries (the "Retained Liabilities"):

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated herebyassume, and shall be deemed not to have no liability forassumed, any Liabilities of Seller, any of its Subsidiaries or the following liabilities of Seller or any of its subsidiaries Business, other than the Assumed Liabilities specified in Section 2.3(a) (collectively, the "Retained Liabilities"):).

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities Liabilities of Seller (including, without limitation, those related to the Business) of any kind, character or any of its subsidiaries description whatsoever (the "“Retained Liabilities"):”).

Retained Liabilities. Notwithstanding anything Except for the Assumed Liabilities and as set forth in this Agreement to or the contraryOperative Agreements, Purchaser shall not assume by virtue of this Agreement or any of the Operative Agreements or the transactions contemplated herebyhereby or thereby, and shall have no liability for, any Losses of the following liabilities Sellers of Seller any kind, character or any of its subsidiaries description whatsoever or wheresoever (the "Retained Liabilities"):)

Retained Liabilities. Notwithstanding anything in any other terms, provisions and conditions of this Agreement to the contraryAgreement, Purchaser Buyer shall not assume by virtue of this Agreement assume, or the transactions contemplated hereby, and shall have no liability forotherwise be responsible or liable for or obligated with respect to, any of the following liabilities of Seller or any of its subsidiaries (the "Retained Liabilities"):.

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, -------------------- Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities Liabilities of Seller (including, without limitation, those related to the Business or any Benefit Plans) of its subsidiaries any kind, character or description whatsoever (the "Retained Liabilities"):).

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities of Seller (including those related to the Business) of any kind, character or any of its subsidiaries description whatsoever (the "“Retained Liabilities"):”).

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Targets (including, without limitation, those related to the following liabilities Business) of Seller any kind, character or any of its subsidiaries description whatsoever (the "“Retained Liabilities"):”).

Retained Liabilities. Notwithstanding anything any other provisions in this Agreement to Agreement, the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities of the following liabilities of Seller (or any Affiliates of its subsidiaries Seller), whether relating to the Purchased Assets, the Business or otherwise, other than, for the avoidance of doubt, the Assumed Liabilities set forth in Section 1.3 (all such liabilities other than the "Assumed Liabilities, collectively, the “Retained Liabilities"):”).

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities or Indebtedness of Seller or its Affiliates of any of its subsidiaries kind, character or description whatsoever except for the Assumed Liabilities (the "Retained Liabilities"):). Seller will discharge all of the Retained Liabilities on a timely basis.

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or any of the Operative Agreements or the transactions contemplated herebyhereby or thereby, and shall have no liability for, any of the following liabilities Losses of Seller of any kind, character or any of its subsidiaries description whatsoever (the "Retained Liabilities"):).

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities Liabilities of Seller (including, without limitation, those related to the Business) of any kind, character or any of its subsidiaries description whatsoever (the "Retained Liabilities"):). Seller shall discharge in a timely manner or shall make adequate provision for all of the Retained Liabilities.

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser Buyer shall not assume assume, by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following debts, liabilities or obligations of Seller of any kind, character or description whatsoever regardless of whether any of its subsidiaries such debt, liability or obligation is disclosed in this Agreement or in any Exhibit hereto (the "Retained Liabilities"):).

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities Liabilities of Seller (including, without limitation, Liabilities related to the Business and Liabilities of Seller owed to the Employees through the Closing Date, including obligations for salary, commissions, bonus compensation, payroll, taxes, fringe benefits and severance pay) of any kind, character or any of its subsidiaries description whatsoever (the "Retained Liabilities"):).

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Company (including, without limitation, those related to the Business) of any kind, character or description whatsoever (the “Retained Liabilities”), and Company shall discharge in a timely manner or shall make adequate provision for all of the following liabilities of Seller or any of its subsidiaries (the "Retained Liabilities"):.

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contraryAssumed Liabilities, the Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities of the following liabilities of Seller or any of its subsidiaries (which were incurred with Seller’s knowledge prior to the "Retained Liabilities"):Closing which are not associated with the Included Assets.

Retained Liabilities. Notwithstanding anything to the contrary in this Agreement to Agreement, the contrary, Purchaser Buyer shall not assume by virtue of this Agreement or the transactions contemplated herebynor be deemed to have assumed, and shall have no liability forresponsibility or obligation with respect to, any of the following liabilities of Seller or any of its subsidiaries (Retained Liabilities and such Retained Liabilities shall remain the "sole responsibility of, and shall be retained, paid, performed and discharged solely by, the applicable Seller. “Retained Liabilities"):” the following Liabilities of the Sellers: