Liabilities Retained by Seller. Buyer does not assume or agree to pay, perform, fulfill or discharge any of the Excluded Obligations, and all Excluded Obligations shall be retained by Seller or the other Persons liable for such obligations.
(1) Buyer and/or Affiliates of Buyer as permitted by Section 3.3 of the Purchase Agreement.
Liabilities Retained by Seller. Notwithstanding any provision of this Agreement or any other writing to the contrary, Purchaser is assuming only the Assumed Liabilities and is not assuming, nor shall it for any reason be deemed to have assumed, any other Liability of the Acquired Business, Seller or any of its Affiliates of whatever nature, whether or not of, associated with or arising from the Acquired Business or the operation thereof or any Transferred Assets, that are not Assumed Liabilities. Seller shall retain all such other Liabilities (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following:
(a) all Indebtedness of Seller or Seller Parent;
(b) all Liabilities to Seller Parent or other Affiliates of Seller;
(c) all Liabilities associated with any Contract of Seller that (i) arises out of (A) the performance, default or breach thereof or (B) any Basis for breach thereof, in each case occurring on or prior to the Closing Date, or (ii) is not a Transferred Contract;
(d) all Liabilities associated with the termination on, prior to or (except for any Transferred Contract) after the Closing Date of any Contract;
(e) all Liabilities relating to any Excluded Assets;
(f) all Liabilities of Seller relating to linkage fees assessed against the Acquired Business for directing trades to other exchanges on or prior to the Closing Date;
(g) all Liabilities relating to Claims or Actions of or by any Person (including any Governmental Authority) relating to any Transferred Assets, the Employees, the Acquired Business, any of the Seller Parties or any of their Affiliates, arising out of, in connection with, or relating in any manner to, (i) the operation of the Acquired Business or the use or ownership of the Transferred Assets on or prior to the Closing Date, or (ii) any act or omission of Seller or Seller Parent (including without limitation, (x) any violation or breach of any applicable Law by any of the Seller Parties and (y) all of the Actions referred to in Section 5.10(a) and Section 5.10(b) of the Seller Disclosure Letter) (such Liabilities, “Pre-Acquisition Action Liabilities”);
(h) all Liabilities relating to any claim of a third party alleging infringement or misappropriation of Intellectual Property of third parties by Seller, to the extent that such claim relates to, or was incurred during or in respect of, the time period on or prior to Closing...
Liabilities Retained by Seller. Seller shall retain, and Buyer shall not assume and shall not have any liability or obligation of any kind whatsoever with respect to, any indebtedness, obligations or other liabilities of Seller or any of its affiliates of any kind whatsoever, whether pursuant to contract or otherwise, except for those contractual liabilities and obligations of Seller which shall be expressly assigned by Seller and assumed by Buyer pursuant to the various assignment and assumption agreements identified in Section 2.5 hereof (all such liabilities and obligations retained by Seller are collectively referred to herein as the "Retained Liabilities"). In amplification thereof, Seller and Buyer acknowledge and agree that Buyer shall not assume, and the Retained Liabilities shall include, any liability for leasehold rentals, any taxes (including, but not limited to, any federal, state or local income, property, withholding, employment, sales, use, excise or other taxes) and any interest and penalties thereon and additions thereto, any liability for wages, salaries or overtime, vacation pay, holiday pay or for any other employee benefits or arising under or relating to any employee benefit plan, or any other obligation or liability of Seller or any of its affiliates whatsoever, on, arising out of or attributable to the conduct of the Acquired Business or use of the Assets through the Closing Date; provided, however, that Buyer shall assume the liability for the performance after the Closing Date of all Seller's obligations under the contracts which are expressly assigned to it by Seller and assumed by Buyer as provided in Section 2.5 hereof.
Liabilities Retained by Seller. Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or indebtedness of Seller, whether due or to become due, absolute or contingent, known or unknown, if any, arising after Closing under any contracts related to the Patent Rights unless specifically assumed by Buyer in writing at the Closing.
Liabilities Retained by Seller. Subject to Section 3.2 below, and except as otherwise expressly provided in this Agreement, Seller shall remain solely and entirely responsible for its own liabilities and Buyer shall not assume or otherwise be liable for or acquire the Assets subject to, and Buyer's purchase of the Assets shall not constitute or be deemed to constitute the assumption of, any liabilities of Seller whatsoever, whether direct or indirect, fixed or contingent, disputed or undisputed, liquidated or unliquidated, known or unknown, recorded or unrecorded.
Liabilities Retained by Seller. With respect to the Environmental Liabilities, notwithstanding the terms of Section 2.2(e) above, Seller will remain liable only for (and the Environmental Liabilities will not include), (i) any obligation or liability relating directly to or in connection with any disposal or arrangement for disposal of any Hazardous Material from the Owned Real Property on or before the Closing at any Off-Site Location and (ii) the Environmental Law liabilities, if any, of which Seller has Actual Knowledge including those listed on Schedule 4.7. Except for the assumption by Purchaser of the Assumed Liabilities, Seller will retain all liabilities relating to the Business (including those specifically referenced as retained in the first sentence of this Section 2.3) and, except for the Assumed Liabilities, Purchaser shall not assume nor be liable or responsible for, whether as a successor or otherwise, any obligation or liability of Seller or the Business of any kind or nature whatsoever (such liabilities collectively referred to herein as the “Excluded Liabilities”).
Liabilities Retained by Seller. 3 1.6 Cross License to Seller............................ 4
Liabilities Retained by Seller. Seller shall remain liable for (i) damages arising from personal injury or death, (ii) the nonpayment of royalties which were the responsibility of Seller to pay (not to include, however, royalties payable out of suspended funds to be transferred to Buyer pursuant to Section 10.03 hereof) or the incorrect payment of royalties, to the extent and only to the extent such payment was not made in accordance with terms of the leases and (iii) any and all actions, claims and causes of action, lease operating expenses and capital costs to the extent, and only to the extent any of such damages, expenses or costs arise from acts, circumstances or events occurring with respect to the ownership of the Subject Properties prior to the Effective Date.
Liabilities Retained by Seller. Seller shall retain and be responsible for all losses, damages, costs and expenses arising out of all claims, regardless of when made, against the Company (i) under any workers' compensation statute, (ii) with respect to accidents caused by vehicles owned or operated by the Company in Maine, North Carolina, South Carolina and Texas, in each case referred to in clause (i) or (ii) above, arising solely out of injuries, actions or omissions occurring subsequent to December 31, 1988 and prior to the Closing. Seller shall retain the exclusive right to administer and control the defense of all proceedings and claims that are the subject of this Section 6.14 and Purchaser and the Company shall have no right to participate in the defense thereof. Purchaser and the Company agree, to the extent reasonably requested by Seller, to cooperate with Seller in the defense of all such proceedings and claims, including providing Seller, its representatives and counsel with access to the books, records and employees of the Company and testifying in any proceedings in connection therewith. Seller shall also retain and be responsible for (i) the fees of Wassxxxxxxx Xxxxxxx & Xo., Inc. in connection with the transactions contemplated hereby and (ii) the excise tax of $26,000 payable by the Company with respect to the late payment of a contribution to the Company's defined contribution plan for hourly employees. All of the liabilities to be retained by Seller pursuant to this Section 6.14 are referred to herein as the "Retained Liabilities."
Liabilities Retained by Seller. Except for the Assumed Liabilities, the Purchaser does not, nor shall it be deemed or construed to have assumed, and expressly hereby disclaims any intent to assume, any other liabilities or obligations of any kind of Seller, including, without limitation, liabilities arising under any of the Leases or the Seller's Contracts or any license, permit, guaranty or warranty assigned to Purchaser hereunder to the extent the same arise and relate to events or periods of time that occurred prior to the Closing Date, all of which liabilities and obligations shall be and remain the sole and exclusive obligation of Seller.
