Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Notwithstanding anything herein to the contrary, Seller shall retain and Buyer shall not assume, agree to pay, perform or discharge any Liabilities or obligations of Seller or its Affiliates, including the Seller Interestholders, other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “Retained Liabilities”). “Retained Liabilities” shall include, without limitation, the following:

Retained Liabilities. Notwithstanding anything herein to the contraryExcept as provided in Section 2.1, Seller shall retain retain, and Buyer shall not assume, agree to payor be responsible or liable with respect to, perform or discharge any Liabilities liabilities or obligations of, Seller whether or not associated with, or arising from, any of Seller the Acquired Assets, and whether fixed, contingent or its Affiliatesotherwise, including the Seller Interestholders, other than the Assumed Liabilities known or unknown (such liabilities not assumed by Buyer, collectively, collectively referred to hereinafter as the “Retained Liabilities”). “Retained Liabilities” shall include, including, without limitation, but subject to Section 2.1, the following:

Retained Liabilities. Notwithstanding anything herein Except for the liabilities and obligations expressly referred to the contraryin Section 2.1 or except as specifically agreed to herein, Seller shall retain and Buyer shall will not assume, agree to pay, perform assume or discharge otherwise be responsible for any Liabilities other liabilities or obligations of Seller or its Affiliatesany of Seller's Affiliates or any other liabilities or obligations that arise out of the Business or the Transferred Assets, including regardless of their nature (the Seller Interestholders, other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “"Retained Liabilities”"). “All of the Retained Liabilities” Liabilities shall include, without limitation, the following:be retained by and remain liabilities and obligations of Seller.

Retained Liabilities. Notwithstanding anything herein to the contraryExcept for Assumed Liabilities, Seller shall retain and Buyer shall is not assume, agree to pay, perform assuming or discharge acquiring any Liabilities or other obligations of Seller or its Affiliates, including the Seller Interestholders, other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “"Retained Liabilities”"). “, and Seller shall remain responsible for the prompt payment, performance, and maintenance of all Retained Liabilities” shall include, without limitation, and Seller hereby covenants and agrees to pay and perform promptly all obligations arising out of or in connection with the following:Retained Liabilities.

Retained Liabilities. Notwithstanding anything herein to the contrary, Seller shall retain and Buyer shall not assumeassume any liabilities, agree to pay, perform obligations or discharge any Liabilities or obligations commitments of Seller or its Affiliates, including the Seller Interestholders, other than the Assumed Liabilities Liabilities. The liabilities, obligations and commitment to be retained by Seller (such liabilities not assumed by Buyer, collectively, the “"Retained Liabilities”). “Retained Liabilities” ") shall include, without limitation, include those arising from or relating to the following:

Retained Liabilities. Notwithstanding anything herein else in this Agreement to the contrary, Seller shall retain and except for the Assumed Liabilities, Buyer shall not assume, agree to pay, perform or discharge assume and shall not be liable for any Liabilities or obligations of Seller or any of its Affiliates, including the Seller Interestholders, other than the Assumed Liabilities Affiliates (such liabilities not assumed by Buyer, collectively, the “Retained Liabilities”). “, each of which will be retained and paid, performed and discharged when due by Seller or its Affiliates (other than the Real Estate Subsidiaries), including the following Retained Liabilities” shall include, without limitation, the following:

Retained Liabilities. Notwithstanding anything herein to Except for the contraryAssumed Liabilities, Seller shall retain and Buyer shall not assume, agree and shall not be obligated to pay, perform or discharge discharge, any Liabilities debts, liabilities or obligations of Seller, whether actual, contingent or accrued, known or unknown, which liabilities shall be retained by Seller or its Affiliates, including and shall hereafter be referred to as the Seller Interestholders, other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “Retained Liabilities”). “Retained Liabilities” shall include, without limitation, the following:"

Retained Liabilities. Notwithstanding anything herein to the contrary, Seller shall retain and Buyer shall not assume, agree to pay, perform or discharge any Liabilities or obligations of Seller or its Affiliates, including the Seller Interestholders, Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “Retained Liabilities”). “Retained Liabilities” shall include, without limitation, include the following:

Retained Liabilities. Notwithstanding anything herein to It is expressly understood and agreed that other than the contraryAssumed Liabilities, Seller shall retain and Buyer shall not assume, agree to paynor shall it be liable for, perform any Liability or discharge any Liabilities or obligations Contract of Seller (or its Affiliatesany Affiliate thereof of any kind whatsoever), including all of which shall be retained by Seller and are hereafter referred to as the Seller Interestholders, other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “"Retained Liabilities”)" whether or not disclosed in the Financials. “The Retained Liabilities shall remain the sole responsibility of Seller. Without limiting the foregoing, "Retained Liabilities” " shall include, without limitation, the following:

Retained Liabilities. Notwithstanding anything herein to the contraryThe Seller Entities shall retain, Seller shall retain and Buyer Purchaser shall not assume, agree to pay, perform or discharge any Liabilities or obligations of the Business, the Seller or any of its Affiliates, including the Seller Interestholders, other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “Retained Liabilities”). “Retained Liabilities” shall include, without limitation, the following:.

Retained Liabilities. Notwithstanding anything herein to the contraryExcept Assumed Liabilities, Seller shall retain and Buyer shall not assume, agree to and Seller shall remain solely responsible for and shall retain, pay, perform and discharge, in full, any and all other Liabilities of Seller, whether known, unknown, contingent, executory, fixed or discharge any Liabilities or obligations of Seller or its Affiliates, including the Seller Interestholders, other than the Assumed Liabilities otherwise (such liabilities not assumed by Buyer, collectively, the “Retained Liabilities”). “Retained Liabilities” shall include, without limitation, the following:.

Retained Liabilities. Notwithstanding anything herein to the contrary, Seller shall retain and Buyer shall not assume, agree to pay, perform or discharge assume any Liabilities or obligations of Seller or its Affiliatesthat are not Assumed Liabilities, including any Liabilities relating to the Seller Interestholders, other than the Assumed Liabilities Excluded Assets (such liabilities not assumed by Buyer, collectively, the “Retained Liabilities”). “Seller shall retain all Retained Liabilities and Buyer shall have no obligation to pay, perform, fulfill or discharge any Retained Liabilities” . Seller shall includepay, without limitationperform, and discharge as and when due all of the following:Retained Liabilities.

Retained Liabilities. Notwithstanding anything herein to the contraryExcept Assumed Liabilities, Seller shall retain and Buyer shall not assume, agree to and Seller shall remain solely responsible for and shall retain, pay, perform and discharge, in full, any and all other Liabilities of Seller, whether known, unknown, contingent, executory, fixed or discharge any Liabilities or obligations of Seller or its Affiliates, including otherwise (the Seller Interestholders, other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “"Retained Liabilities”"). “Retained Liabilities” shall include, without limitation, the following:.

Retained Liabilities. Notwithstanding anything herein to the contrary, except for the Assumed Liabilities, Seller shall retain all, and the Buyer shall not assumehave any responsibility for, agree to pay, perform or discharge any Liabilities of the Seller, whether or obligations not relating to the Acquired Assets, Seller Services, HM5000 Retained Business or the Business and regardless of Seller or its Affiliates, including when such Liabilities arise (collectively referred to hereinafter as the Seller Interestholders, other than the Assumed Liabilities (such liabilities not assumed by Buyer, collectively, the “"Retained Liabilities”"). “Retained Liabilities” shall include, without limitation, the following:.