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. Except for the Assumed Liabilities, Buyer shall not assume, and shall not be deemed to have assumed through anything contained in this Agreement or otherwise, any Indebtedness, Liabilities or Liens of Seller whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed the following Excluded Liabilities:
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. 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.
Liabilities Retained by Seller. Except as explicitly set forth to the contrary herein, Buyer shall not assume or be liable for any obligation or liability arising from the pre-Closing operation of the Tahlequah Center or any other pre-closing liability or obligation of Seller (the "Retained Liabilities"). The Retained Liabilities shall include, without limitation: (i) any liability or obligation of Seller arising out of or relating to any contract, lease agreement or instrument not explicitly assumed hereunder; (ii) any liability or obligation of Seller owing to any present (as of the Closing Date) or former Tahlequah employee (whether or not hired by Buyer following Closing) or arising out of or relating to any employee benefit plan or otherwise relating to employment; (iii) any liability or obligation of Seller arising out of or relating to any litigation, proceeding or claim (whether or not such litigation, proceeding or claim is pending, threatened or asserted before, on or after the Closing Date); (iv) any other liabilities, obligations, debts or commitments of Seller; and (v) any claims asserted against the Tahlequah Center or any of the Tahlequah Assets relating to any event (whether act or omission) prior to the Closing Date, including without limitation, the payment of all taxes. Seller shall retain and shall hereafter pay, satisfy, discharge, perform and fulfill all Retained Liabilities as they become due, without any charge or cost to Buyer.
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. 3 1.6 Cross License to Seller............................ 4
Liabilities Retained by Seller. Each of the following liabilities and obligations of Seller and/or the Business (the "Retained Liabilities"), whether known, unknown, absolute or contingent, are not being assumed by Purchaser and shall be paid, satisfied and discharged by Seller on or after the Closing as Seller's sole and absolute responsibility and Purchaser shall have no obligation under this Agreement, by operation of law or otherwise to assume, pay or discharge any of the same;
Liabilities Retained by Seller. On the terms and subject to the conditions set forth in the Purchase Agreement, Seller shall retain and shall be responsible for paying, performing and discharging when due, and neither Purchaser nor Purchaser Affiliate shall assume or have any responsibility for, any Excluded Liabilities.
