Claims Regarding Subsequently Conveyed CUSA-Retained Properties Sample Clauses

Claims Regarding Subsequently Conveyed CUSA-Retained Properties. Except to the extent of Sellers’ obligations under Sections 3.1 and 3.3(e) herein, effective upon conveyance of title to Refinery Buyer of all or a portion of the CUSA-Retained Properties, including any individual Internal Solid Waste Management Unit Parcel or any remaining portion of the CUSA-Retained Option Property, Refinery Buyer shall indemnify, defend and hold harmless Sellers and their Affiliates (including their respective directors, officers, employees and representatives) against all Losses, including Asbestos or Silica Related Disease Losses, Buyers’ Remediation and other Environmental Losses that are attributable to the ownership, operation, maintenance, improvement, use or closure, whether prior to, on or after the Closing Date, of the particular property conveyed on such date; provided, however, that CUSA shall remain responsible notwithstanding such conveyance for performance of its obligations under Sections 9.4 and 9.5(e) with respect to a transferred Internal Solid Waste Management Unit or Internal Solid Waste Management Unit Parcel. Buyers’ indemnity obligations under this Section 3.2(c) shall also include (i) all costs of investigating and remediating impacts of a post-Closing release attributable to Buyers’ ownership, operation, maintenance, improvement, use or closure of the Transferred Properties, the subsequently conveyed CUSA-Retained Properties and/or the South Refinery (and, in the case of Free Product Recovery Activities, in accordance with the allocation pursuant to Section 3.2(e)) and (ii) all costs, fines, penalties, claims, judgments and demands arising out of Clean Air Act New Source Review Enforcement Actions.
Sample 1
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Related to Claims Regarding Subsequently Conveyed CUSA-Retained Properties

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

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