Liabilities to be Retained by Seller. Seller shall retain all liabilities or obligations not identified specifically herein and expressly assumed by Buyer pursuant to Section 1.3 (all of which are collectively referred to herein as the “Retained Liabilities”), including, without limitation:
(a) all accounts payable and operating expenses, whether or not accrued, for products or services incurred before the Effective Time including, but not limited to, salaries, attorneys’ fees and telephone, utility, advertising and public relations expenses;
(b) all liabilities of Seller for wages and salaries, workers’ compensation payments, accrued and unused vacation pay, or any other employee benefits accrued as employees of Seller prior to the Effective Time and social security and unemployment Taxes of Branch Employees (as defined herein) accrued prior to the Effective Time;
(c) all liabilities for (i) any federal, state, local or other Taxes of Seller, (ii) any Taxes imposed on Seller as a result of the transactions contemplated hereby, (iii) any Taxes related to the Assets or the Branches that were incurred in or that are attributable to a taxable period (or portion thereof) ending on or before the Closing Date (a “Pre-Closing Tax Period”), and (iv) all real estate Taxes on the Real Property attributable to any taxable year (or portion thereof) that Seller owns such Real Property, as determined in accordance with Section 1.8(b);
(d) liabilities or obligations with respect to any litigation, suits, claims, demands or governmental proceedings asserted by third parties against Seller and arising, commenced or resulting from the operations of the Branches before the Effective Time;
(e) all liabilities related to payment obligations under any Assumed Contract that accrued prior to the Closing Date; and
(f) Seller’s cashier checks, letters of credit not associated with any Loan, money orders, interest checks and expense checks, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks.
Liabilities to be Retained by Seller. Seller shall retain all liabilities or obligations not expressly assumed by Buyer pursuant to Section 1.3 (all of which are collectively referred to herein as the “Retained Liabilities”), including, but not limited to:
A. All liabilities or obligations relating to the Excluded Assets, including without limitation under the lease agreement listed on Schedule 1.4A) (the “Richmond Branch Lease”);
B. All real estate taxes on the Branch banking facility;
C. All liabilities or obligations with respect to any litigation, suits, claims, demands or governmental proceedings asserted by third parties against Seller and arising, commenced or resulting from the operations of the Branch prior to the Effective Time; and
D. Any environmental liability arising out of or relating to (i) the Real Property, or (ii) in whole or in part with respect to operations, conditions, events, or activities at or any presence or release of hazardous materials migrating from the Real Property, regardless of when any such claim, demand or proceeding is made or commenced or any such liability arises.
Liabilities to be Retained by Seller. Except in respect of Environmental Liabilities, which are addressed exclusively in the Environmental Agreement, Sellers shall retain, be responsible for, and pay and discharge in due course all of the following (the “Retained Liabilities”):
(a) all Obligations under the Assigned Contracts, Permits and Rights of Way that are payable or performable prior to the Closing Date;
(b) Obligations arising out of or with respect to Employees’ and Former Employees’ employment with, or the termination of their employment from, Sellers or their Affiliates; as well as any other liabilities or obligations for which Sellers or their Affiliates will be responsible pursuant to ARTICLE VII;
(i) the Claims and Litigation set forth in Section 2.7(c) of the Disclosure Schedules and (ii) any other Claims or Litigation, whether now existing or hereafter arising, which are based upon A) products produced at the Refinery prior to the Closing Date or (B) exposure, injuries, accidents or other events occurring at or with respect to the Refinery or the Pipeline prior to the Closing Date (such Claims and Litigation described in clauses (i) and (ii) are herein collectively referred to as the “Retained Litigation”);
(d) any Obligations relating to the Excluded Assets;
(e) all other Obligations arising out of the ownership, operation or use of the Assets at any time prior to the Closing Date; and
(f) subject to the other provisions of this Agreement, all other Obligations of Sellers not specifically assumed by Buyers in this Agreement.
Liabilities to be Retained by Seller. Seller shall retain all liabilities or obligations not expressly assumed by Buyer pursuant to Section 1.3, including, but not limited to:
A. All real estate taxes on other real estate and properties carried as in substance foreclosures of Seller, all sales and use, social security and unemployment taxes withheld or collected from employees or customers and all accounts payable and operating expenses, whether or not accrued, for products or services incurred prior to the Effective Time including, but not limited to, salaries, attorneys' fees and telephone, utility, advertising and public relations expenses;
B. All liabilities for overdrafts in accounts maintained by Seller with other financial institutions, including accrued but unpaid interest thereon through the Effective Time; and
C. All real estate taxes on the Real Property attributable to the portion of the year Seller owns such facility.
D. Liabilities or obligations with respect to any litigation, suits, claims, demands or governmental proceedings arising, commenced or resulting from the operations of the Branches prior to the Effective Time.
E. Seller's cashier checks, letters of credit, money orders, interest checks and expense checks issued prior to closing, consignments of U.S. Government "E" and "EE" bonds and any and all traveler's checks.
Liabilities to be Retained by Seller. Seller shall retain all liabilities or obligations not expressly assumed by Buyer pursuant to Section 1.3, including, but not limited to:
A. All real estate taxes on other real estate and properties carried as in substance foreclosures of Seller, all sales and use, social security and unemployment taxes withheld or collected from employees or customers and all accounts payable and operating expenses, whether or not accrued, for products or services incurred prior to the Effective Time including, but not limited to, salaries, attorneys' fees and telephone, utility, advertising and public relations expenses, except that to the extent that an adjustment to the purchase price hereunder is made in respect of any such liability or obligation, Buyer shall assume all liability with respect thereto;
B. Liabilities or obligations with respect to any litigation, suits, claims, demands or governmental proceedings asserted by third parties against Seller and arising, commenced or resulting from the operations of the Branches prior to the Effective Time; and
C. Seller's cashier checks, letters of credit, money orders, interest checks and expense checks issued prior to Closing, consignments of U.S. Government "E" and "EE" bonds and any and all traveler's checks.
Liabilities to be Retained by Seller. Seller shall retain only the ------------------------------------ following Seller's liabilities (the "Retained Liabilities"),:
(a) Professional fees owed by Seller with regard to this transaction and/or this Agreement; and
(b) Any liabilities owed by Seller to Seller's shareholders or its affiliates.
Liabilities to be Retained by Seller. Seller shall retain all liabilities or obligations not expressly assumed by Buyer pursuant to Section 1.3 (all of which are collectively referred to herein as the “Retained Liabilities”), including, but not limited to:
A. All liabilities or obligations relating to the Excluded Assets;
B. All real estate taxes on the Branches and the Real Property for calendar year 2011 and all preceding years;
C. All liabilities or obligations with respect to any litigation, suits, claims, demands or governmental proceedings asserted by third parties against Seller and arising, commenced or resulting from the operations of the Branches prior to the Effective Time; and
D. Any environmental liability arising out of or relating to (i) the Real Property, or (ii) in whole or in part with respect to operations, conditions, events, or activities at or any presence or release of hazardous materials migrating from the Real Property, if any such claim, demand or proceeding, or any notice of the foregoing, is made or commenced prior to the Effective Time.
Liabilities to be Retained by Seller. Seller shall retain all liabilities or obligations not expressly assumed by Buyer pursuant to Section 1.3 (all of which are collectively referred to herein as the “Retained Liabilities”), including, but not limited to:
A. All liabilities or obligations relating to the Excluded Assets, including, without limitation, all brokered deposits, any deposits that serve as security for any loans other than the Loans and any XXX deposits for which Buyer has not been substituted as successor custodian on or as of the Closing pursuant to Section 1.12;
B. All liabilities or obligations with respect to any litigation, suits, claims, demands or governmental proceedings asserted by third parties against Seller and arising, commenced or resulting from the operations of the Branch or the business of Seller prior to the Effective Time; and
C. Any environmental liability arising out of or relating to the Real Property or with respect to operations, conditions, events, or activities at the Real Property, or the presence or release of hazardous materials at or migrating from the Real Property arising, commenced or resulting from the ownership or operation of the Real Property prior to the Effective Time (regardless of when a claim, demand or proceeding for any such liability is made or commenced).
Liabilities to be Retained by Seller. Seller shall retain all liabilities or obligations not expressly assumed by Buyer pursuant to Section 1.3 (all of which are collectively referred to herein as the “Retained Liabilities”), including, but not limited to:
A. All liabilities or obligations relating to the Excluded Assets;
B. All real estate taxes with respect to or otherwise associated with the Branches for calendar year 2014 and all preceding years, and the pro rata portion of such taxes for the 2015 period preceding the Effective Time (provided, with respect to the Mxxxxxxx Branch, to the extent such taxes are allocated to lessee under the Branch Lease);
C. All personal property taxes on furniture, fixtures, and equipment of the Branches for calendar year 2014 and all preceding years, and the pro rata portion of such taxes relating to the Branch Personal Property for the 2015 period preceding the Effective Time;
D. All maintenance charges, fees, assessments or other taxes with respect to the real property on which any Branch is located that are incurred, related to, or assessed for a period prior to the Effective Time;
E. All liabilities or obligations with respect to any litigation, suits, claims, demands or governmental proceedings asserted by third parties against Seller and arising, commenced or resulting from the operations of the Branches prior to the Effective Time; and
F. Any environmental liability arising out of or relating to (i) the Branches, or (ii) in whole or in part with respect to operations, conditions, events, or activities at or any presence or release of hazardous materials on, from, under, at, or relating to the real property on which any Branch is located, if any such claim, demand or proceeding, or any notice of the foregoing, is made or commenced prior to the Effective Time or if any such liability relates to a period prior to the Effective Time.
Liabilities to be Retained by Seller. Seller shall retain only the ------------------------------------ following Seller liabilities (the "Retained Liabilities"):
(a) Federal and state income taxes and state franchise taxes due and payable for periods within the Seller Ownership Period, which shall be paid from funds of the Parent rather than from any funds of the Seller;
(b) Professional fees owed by Seller with regard to this transaction and/or this Agreement, which shall be paid from funds of the Parent rather than from any funds of the Seller;
(c) Any liabilities owed by Seller to Seller's shareholders or its affiliates; and
(d) All other liabilities of the Seller, whether fixed or contingent, known or unknown, arising directly out of an act of the Parent during the Seller Ownership Period; save and except for any Assumed Liabilities.
