Common use of Assumption and Exclusion of Liabilities Clause in Contracts

Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser or its designee shall assume and shall thereafter pay, perform and discharge when due the Assumed Liabilities, and the Sellers shall no longer be liable for, nor have any responsibility for, the Assumed Liabilities. (b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, the Retained Liabilities.

Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser or its designee shall assume and shall thereafter pay, perform and discharge when due the Assumed Liabilities, and the Sellers shall no longer be liable fornot assume, nor or have any responsibility for, the Assumed Liabilities. (b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, the Retained Liabilities.