Common use of Retention of Liabilities Clause in Contracts

Retention of Liabilities. (a) Seller shall retain responsibility and shall remain liable for (i) all liabilities of Seller or any Affiliate of Seller for borrowed money, and (ii) all liabilities to the extent attributable to the ownership of the Assets prior to the Closing (collectively, the “Seller Retained Liabilities”), excluding those specifically and expressly included in the Assumed Liabilities, which shall be assumed by Purchaser, and the Buyer Retained Liabilities. (b) Purchaser shall retain responsibility and shall remain liable for (i) all liabilities of Purchaser or any affiliate of Purchaser for borrowed money, and (ii) all liabilities of Purchaser or any affiliate of Purchaser to the extent attributable to the operation of the Assets prior to the Closing (collectively, the “Buyer Retained Liabilities”).