Common use of Liabilities Not Assumed by Buyer Clause in Contracts

Liabilities Not Assumed by Buyer. Except for the Assumed Liabilities set forth in Section 2.1, the Buyer is not assuming any debts, obligations or liabilities, Losses of the Seller whatsoever, whether known or unknown, actual or contingent, matured or unmatured, currently existing or arising in the future, including, without limitation, any and all taxes or Adverse Claims, that arise or relate to periods or from acts or omissions occurring prior to the Closing Date, including without limitation any liability relating to the Constructed BPL Network and any other liability arising out of the ownership or operation of the Constructed BPL Network before the Closing that is not an Assumed Liability, which shall remain the responsibility of the Seller (whether or not the Buyer is alleged to have liability as a successor to the Seller) (collectively, the “Excluded Liabilities”).