Common use of Liabilities Not Being Assumed Clause in Contracts

Liabilities Not Being Assumed. Anything contained herein to the contrary notwithstanding, the Purchaser is expressly not assuming any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller (the "Excluded Liabilities"), which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller: (a) All liabilities and obligations of Seller under this Agreement or with respect to or arising out of the consummation of the transactions contemplated by this Agreement; and (b) All liabilities and obligations of Seller for Seller's fees and expenses and taxes incurred by Seller in connection with, relating to, or arising out of the consummation of the transactions contemplated by this Agreement. Seller shall discharge all Excluded Liabilities, and, in connection therewith, if the Seller shall liquidate, dissolve, or wind-up after the Closing, Seller shall pay, post security for, or otherwise make provision for all Excluded Liabilities prior thereto as provided under the law. Without limitation of the foregoing, Seller shall pay off its lines of credit (the "GE Lines") with General Electric Capital Corporation ("GE Capital") at Closing.

Liabilities Not Being Assumed. Anything contained herein to the contrary notwithstanding, the Seller shall remain responsible for and Purchaser is expressly shall not assuming assume any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller (the "Excluded Liabilities")Seller, which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller:Seller (the "Excluded Liabilities"): (a) All liabilities and obligations of Seller or Shareholder under this Agreement or obligations of Seller or Shareholder with respect to or arising out of the consummation of the transactions contemplated by this Agreement; and; (b) All liabilities and obligations of Seller for Seller's fees and expenses and taxes incurred by Seller in connection with, relating to, or arising out of the consummation of the transactions contemplated by this Agreement. Seller shall discharge all Excluded Liabilities, and, in connection therewith, if except as specifically contemplated herein; (c) Any liabilities or obligations or expenses of the Seller shall liquidate, dissolve, or wind-up after Shareholder related to pending or threatened litigation of Seller or the Closing, Seller shall pay, post security for, Shareholder or otherwise make provision for all Excluded Liabilities prior thereto related to the Business or Acquired Assets as provided under the law. Without limitation of the foregoingClosing Date and disclosed (or that should have been disclosed) on Schedule 4.10; (d) Any lien, Seller shall pay off its lines of credit (encumbrance or claim affecting the "GE Lines") with General Electric Capital Corporation ("GE Capital") at Closing.title to the Acquired Assets including the Intellectual Property;

Liabilities Not Being Assumed. Anything contained herein to the contrary notwithstanding, the Purchaser is expressly not assuming any of the following liabilities or obligations, whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, of Seller (the "Excluded Liabilities"), which liabilities and obligations shall at and after the Closing remain the exclusive responsibility of Seller: (a) All liabilities and obligations of Seller under this Agreement or with respect to or arising out of the consummation of the transactions contemplated by this Agreement; and; (b) All liabilities and obligations of Seller for Seller's fees and expenses and taxes incurred by Seller in connection with, relating to, or arising out of the consummation of the transactions contemplated by this Agreement; (c) All liabilities and obligations of Seller secured by any Acquired Assets or that are payable upon transfer of the Acquired Assets; and (d) All other liabilities that are not specifically assumed by Purchaser under Section 1.3 hereof, including but not limited to any liabilities not so expressly assumed that are reflected on any balance sheet of Seller provided to Purchaser at or prior to the Closing or that should be so reflected under generally accepted accounting procedures ("GAAP"). Seller shall discharge all Excluded Liabilities, and, in connection therewith, if Liabilities on or before the Seller shall liquidate, dissolve, or wind-up after the Closing, Seller shall pay, post security for, or otherwise make provision for all Excluded Liabilities prior thereto as provided under the law. Without limitation of the foregoing, Seller shall pay off its lines of credit (the "GE Lines") with General Electric Capital Corporation ("GE Capital") at ClosingClosing Date.