Common use of Liabilities Assumed and Not Assumed Clause in Contracts

Liabilities Assumed and Not Assumed. (a) Other than the Assumed Liabilities, the Purchaser shall assume no debts, obligations, contracts, leases or liabilities of Seller, and will not be obligated to pay, perform or discharge, any debts, obligations, contracts, leases or liabilities of Seller, whether arising out of occurrences prior to, at or after the Closing Date (the “Retained Liabilities”). For the avoidance of doubt, (i) Seller shall pay all amounts owing under the Transferred Contracts through the Closing Date, (ii) Seller shall retain all obligations to fund or otherwise provide benefits accrued before and through the Closing Date by Employees under the Employee Plans, and (iii) Seller shall retain any liabilities or obligations relating to current or former Employees accrued as of the Closing Date.

Liabilities Assumed and Not Assumed. (a) Other than the Assumed Liabilities, the Purchaser shall assume no debts, obligations, contracts, leases or liabilities of Seller, and will not be obligated to pay, perform or discharge, any debts, obligations, contracts, leases or liabilities of Seller, whether arising out of occurrences prior to, at or after the Closing Date (the “Retained Liabilities”). For the avoidance of doubt, (i) Seller shall pay all amounts owing under the Transferred Contracts through the Closing Date, (ii) Seller shall retain all obligations to fund or otherwise provide benefits accrued before and through the Closing Date by Employees under the Employee Plans, and (iii) Seller shall retain any liabilities or obligations relating to to: (i) current or former Employees accrued as of the Closing Date, and (ii) former Employees (that are not Transferred Employees) following the Closing Date.