Common use of Liabilities of the Transferred Entities Clause in Contracts

Liabilities of the Transferred Entities. The parties agree that none of the Liabilities of the Transferred Entities shall be assumed by Purchaser pursuant to Section 1.3 and that, except to the extent specifically referenced in Section 1.4, none of the Liabilities of the Transferred Entities shall be allocated to Sellers pursuant to Section 1.4, but that such Liabilities shall be retained by the respective Transferred Entity in the same manner before and after the Closing Date without any change therein as a result of the transactions contemplated hereunder, except as otherwise set forth herein; provided that at the Closing Sellers will assume and agree to discharge and perform when due all Liabilities (if any) of the Transferred Entities that do not relate to the Business.