Common use of Assumed Liabilities; Excluded Liabilities Clause in Contracts

Assumed Liabilities; Excluded Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing, Purchaser hereby agrees to assume only the Assumed Liabilities. Notwithstanding any other provision in this Agreement, Purchaser shall not assume or be responsible for, whether as a transferee or successor, by contract or otherwise, and the Seller Parties shall remain liable for, any and all Excluded Liabilities.

Assumed Liabilities; Excluded Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser hereby agrees to shall assume only and become responsible for the Assumed Liabilities. Notwithstanding any other provision in this Agreement, The Purchaser shall not assume assume, nor shall the Purchaser agree to pay, perform, discharge or be responsible forotherwise satisfy, whether as a transferee or successoragree to indemnify the Company, by contract the Shareholders or otherwise, and the Seller Company Shareholder Parties shall remain liable foragainst or otherwise have any responsibility or obligation for or with respect to, any and all Excluded Liabilities.

Assumed Liabilities; Excluded Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing, Purchaser hereby agrees to shall assume only and become responsible for the Assumed Liabilities. Notwithstanding any other provision in this Agreement, Purchaser shall not assume assume, nor shall Purchaser agree to pay, perform, discharge or be responsible forotherwise satisfy, whether as a transferee or successor, by contract agree to indemnify Company or otherwise, and the Seller Parties shall remain liable forShareholders against or otherwise have any responsibility or obligation for or with respect to, any and all Excluded Liabilities.