Common use of Liabilities Not to be Assumed Clause in Contracts

Liabilities Not to be Assumed. As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. The Seller agrees to timely pay and discharge all Liabilities that relate to periods on or before the Closing Date that would result in a liability or charge to the Buyer or against assets transferred to the Buyer pursuant to this Agreement. Except as and to the extent specifically set forth in SECTION 3.2, Buyer is not assuming any Liabilities of the Seller and all such Liabilities shall be and remain the responsibility of the Seller. Without limiting the generality of the foregoing, Buyer is not assuming and the Seller shall not be deemed to have transferred to Buyer the following Liabilities of the Seller:

Liabilities Not to be Assumed. As used in this Agreement, the term "“Liability" ” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. The Seller agrees to timely pay and discharge all Liabilities that relate to periods on or before the Closing Date that would result in a liability or charge to the Buyer or against assets transferred to the Buyer pursuant to this AgreementDate. Except as and to the extent specifically set forth in SECTION Section 3.2, neither the Company nor the Buyer is not assuming any Liabilities of the Seller and all such Liabilities shall be and remain the responsibility of the Seller. Without limiting the generality of the foregoing, neither the Company nor the Buyer is not assuming and the Seller shall not be deemed to have transferred to the Company or the Buyer the following Liabilities of the Seller: