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Liabilities Retained by Seller Sample Clauses

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; (a) all liabilities and obligations arising out of (i) oral or written contracts not disclosed to Purchaser by Seller in Section 4.18(a) of the Deferred Disclosure Exhibit, or which are otherwise identified in such Deferred Disclosure Exhibit as not to be assumed by Purchaser as determined by Purchaser during the Inspection Period and thereupon noted on such Exhibit by Purchaser prior to Closing, or which are not validly assigned to Purchaser, or (ii) Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms, prior to the Closing, unless Purchaser is advised of and consents to such non-performance; (b) all liabilities and obligations in respect of any federal, state or local income, payroll or other tax payable with respect to Seller or the Business for any period through the Closing Date or incident to or arising as a consequence of the negotiation or consummation by Seller of this Agreement and the transactions contemplated hereby; (c) all liabilities and obligations arising out of any and all activities undertaken by Seller subsequent to Closing, no matter when arising or asserted; (d) all obligations, liabilities, costs and expenses in respect of or arising in connection with personal injury or property damage claims pertaining to products manufactured and sold by, or operation of, the Business prior to Closing, whether based on theories of tort, contract, strict liability or any other legal theory; (e) all liabilities and obligations in respect of any federal, state or local law or regulation, or any right of any employee or third party, arising out of the generation, storage, use, transportation, discharge, disposal or cleanup of any hazardous waste or hazardous substance; (f) all of Seller's accounts payable, accrued expenses and other current liabilities (including any and all reserves classified as liabilities and accrued on the books, records or Financial Statements (defined in Section 4.7, below) for the Business, such as the reserves for property taxes an...
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 SellerBuyer 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 SellerWith 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. 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 SellerThe Seller and the Buyer acknowledge that notwithstanding anything to the contrary contained in this Agreement and regardless of any disclosure to the Buyer, except as expressly set forth in Section 2(b) hereof, the Buyer shall not assume, and shall have no obligation to discharge, perform, fulfill or otherwise satisfy, any liabilities or obligations of the Seller or any of its Affiliates of any nature whatsoever, including, but not limited to, any liabilities or obligations relating to or arising out of Nutrapro's or the Seller's operation of the Business at any time (including but not limited to, liabilities or obligations in respect of any employee or customer) in any jurisdiction, Nutrapro's or the Seller's ownership or use of the Acquired Assets or any Excluded Assets at any time, any liabilities or obligations otherwise relating to the operation of the Business (including, but not limited to, any earnings or accrued benefits or severance payments to any employees or liabilities relating to the termination of any agreements, taxes, real property or personal property leases or other arrangements), or any trade payables or other accounts payable owing by or incurred by Nutrapro, the Seller or any of their agents or Affiliates at any time (collectively, the "Excluded Liabilities"). Notwithstanding anything to the contrary contained in this Agreement, the Seller hereby covenants and agrees fully and in a timely manner, to discharge, perform, fulfill and satisfy each and every foregoing Excluded Liability.
Liabilities Retained by Seller. Except as otherwise expressly provided for in Section 4.2, Buyer does not assume, expressly or impliedly, and accordingly Buyer need not discharge and is not liable for the payment or performance of any Liabilities of Seller. Seller retains and will discharge all of Seller's Liabilities that arise from, or that pertain to, Seller's Aluminum Businesses except for those Liabilities assumed by Buyer under Section 4.2.
Liabilities Retained by SellerSeller will remain liable for the Phase I Remediation as set forth in Section 5.13. Except for the assumption by Purchaser of the Assumed Liabilities, Seller will retain all other Liabilities relating to the Business 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 of any kind or nature whatsoever (such Liabilities collectively referred to herein as the “Excluded Liabilities”).
Liabilities Retained by SellerExcept 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.
Liabilities Retained by SellerSeller 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.