Excluded Liabilities. Notwithstanding the provisions of Section 3.1 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Except for the Mediaco Liabilities, Mediaco shall not and does not assume or agree to become liable for or successor to any liabilities of or relating to any member of the Emmis Group, their predecessors, successors or any of their Affiliates (collectively, the “Excluded Liabilities”). All Excluded Liabilities shall be and remain the sole obligation of the applicable member of the Emmis Group, and Mediaco shall not be obligated in any respect therefor. Following the Closing, the Excluded Liabilities shall be the sole responsibility of the Emmis Group. For the avoidance of doubt, the Excluded Liabilities shall include # any and all Taxes except for those expressly assumed by Mediaco pursuant to Section 3.1(c), (ii))] Transfer Taxes (subject to Section 3.3), # except as provided in the Employee Leasing Agreement, any and all Liabilities arising out of or related to the employment or termination of employment of any Station Employees or any other employees by Emmis or any Affiliate of Emmis; # any and all Liabilities arising out of or related to the Emmis Plans; and # any Liabilities, whether relating to a period before or after the Closing Date, relating to claims, litigation, arbitrations or other [[Organization A:Organization]] proceedings listed on [Schedule 5.7].

Excluded Liabilities. Notwithstanding the provisions of [Section 1.3] or any other provision in this Agreement to the contrary, Purchaser shall not assume and shall not be responsible to pay, perform or discharge any obligations or Liabilities of the Business, the Company or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding the provisions of [Section 1.3(a)] or any other provisions in the Transaction Documents to the contrary, other than the Assumed Liabilities, Buyer shall not assume, be responsible for, be bound by, pay, perform or discharge, or have any liability or obligations with respect to, any Liabilities of Seller or any of its Affiliates or the BOXR Platform or the ACTIA Platform of any kind or nature whatsoever, and Seller shall be responsible for, be bound by, pay, perform or discharge, all obligations or Liabilities of Seller or any of its Affiliates or the BOXR Platform or the ACTIA Platform of any kind or nature, whether or not related to the BOXR Platform or the ACTIA Platform or the Purchased Assets (the “Excluded Liabilities”), and including, without limiting the generality of the foregoing, all of the following Liabilities:

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not assume or in any way be responsible for, and the Sellers shall remain obligated to pay, honor, perform and discharge, all of the Liabilities of the Sellers (other than the Assumed Liabilities) (collectively, the “Excluded Liabilities”), including, without limitation:

Excluded Liabilities. Any and all Excluded Liabilities.

Excluded Liabilities. Buyer shall not assume, nor does Buyer agree to pay, any debts, liabilities or obligations of Seller relating to any assets not included as a Purchased Asset. All such debts, liabilities or obligations of Seller (the “Excluded Liabilities”) shall at all times remain and be the sole responsibility of Seller. The Excluded Liabilities shall include, without limitation, all intercompany loans between Seller and Parent and those items specifically set forth on [Schedule 2].

Excluded Liabilities. The Parties expressly acknowledge and agree that Buyer is not hereby assuming or guaranteeing, shall not be deemed to have assumed or guaranteed, and shall not be liable or otherwise have any responsibility for, any Excluded Liabilities, and that all such Liabilities shall be borne by Seller, the Equityholder or their respective affiliates, as applicable.

Excluded Liabilities. Notwithstanding the provisions of [Section 1.3] or any other provision in this Agreement to the contrary, Purchaser shall not assume and shall not be responsible to pay, perform or discharge any obligations or Liabilities of the Business, the Company or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Excluded Liabilities. Notwithstanding any other provision of this Agreement or any other writing to the contrary, Buyer does not assume, and shall not have any obligation to pay, perform or discharge, any liability of Seller other than the Assumed Liabilities, all of which shall be retained by and remain liabilities, obligations and commitments of Seller (collectively, the “Excluded Liabilities”). Excluded Liabilities shall include: