Common use of Liabilities Not Assumed by Buyer Clause in Contracts

Liabilities Not Assumed by Buyer. Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume, nor in any way be liable or responsible for, any of the following liabilities or obligations of Seller: (a) any liability of Seller under any Contract for brokerage commissions, investment banking or finder's fees or expenses or similar compensation in connection with the transactions contemplated by this Agreement payable by Seller to ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. or any other Person; (b) Income Taxes payable by Seller or any of its present or former partners and fines and penalties with respect thereto; (c) other than as specifically described on Schedule 1.1(d), any liability or obligation of Seller to its partners or to their respective Affiliates; (d) Seller's liabilities and obligations under Article 8 of this Agreement; (e) any liability or obligation of Seller relating to any severance payment, change of control payment or other payment or obligation any employee of Seller becomes entitled to as a result of the transaction contemplated hereby; or (f) any liability or obligation of Seller arising out of, in connection with or relating to any Excluded Asset and specifically including, but not limited to, any liability or obligation related to the Bosnia Assets. The specific liabilities not being assumed by Buyer pursuant to this Agreement are hereinafter sometimes collectively referred to as the "Retained Liabilities."