Common use of Liabilities to be Retained by Seller Clause in Contracts

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 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”)1.3, including, without limitationbut not limited to: (a) 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, Branch Purchase and Assumption Agreement for products or services incurred before 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) 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 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 before Branch prior to the Effective Time; (e) all liabilities related to payment obligations under any Assumed Contract that accrued prior to the Closing Date; and (f) C. Seller’s cashier checks, letters of credit not associated with any Loancredit, money orders, interest checks and expense checkschecks issued prior to Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; and D. Any liability, cost, expense, claim, demand or fee with regard to employees or employee benefits of Seller which relate to employment on or prior to the Effective Time, including, by way of example and not limitation: (x) all claims for benefits arising under or in connection with any employee savings, medical or other benefit plan, fund or program established or maintained by Seller prior to the Closing Date, (y) all claims for continued sickness, disability and workmen’s compensation benefits by employees or former employees (if any) of Seller who were receiving such benefits from Seller at the Effective Time, and (z) all claims of discrimination in employment to the extent that such discrimination is alleged to have occurred prior to the Effective Time.

Liabilities to be Retained by Seller. Seller shall assume, retain and over time discharge, as and when they become due and payable, all liabilities or obligations not identified specifically herein and expressly assumed by Buyer pursuant to Section 1.3 Liabilities other than the Assumed Liabilities (all of which are collectively referred to herein as collectively, the “Retained Liabilities”), including, without limitationincluding all of the following: (a) Subject to Section 2.3(a), any Liabilities under, relating to or arising from (i) the Contracts, the Coal Leases or contractual obligations imposed in the deeds relating to the Owned Real Property, including any extension or amendment thereto, accruing or arising on or prior to the Closing Date, which shall include all accounts payable amounts owed for goods delivered, services performed or royalties or other payments due prior to Closing under Contracts regardless of when invoices are received, and operating expenses(ii) any breach or default by, whether or not accruedfailure to perform any obligation required of Seller under the Coal Leases, for products the Contracts or services incurred before contractual obligations imposed in the Effective Time including, but not limited to, salaries, attorneys’ fees and telephone, utility, advertising and public relations expensesdeeds relating to the Owned Real Property on or prior to the Closing Date; (b) all liabilities All trade accounts payable of the Seller for wages and salaries, workers’ compensation payments, accrued and unused vacation pay, accruing or any other employee benefits accrued as employees of Seller arising on or prior to the Effective Time and social security and unemployment Taxes of Branch Employees (as defined herein) accrued prior to the Effective TimeClosing Date; (c) Any and all liabilities for Liabilities, known or unknown, contingent or otherwise, to the extent relating to, based upon, attributable to, or arising out of or in connection with the Excluded Assets; (d) The obligation to make payment of all Royalties on coal produced and sold from the Fola Operations on or prior to the Closing Date; (e) Any and all Liabilities (except required compliance reporting obligations, which shall be the responsibility of Buyer pursuant to Section 2.3(a)), associated with (i) any federalthose NOVs, state, local Actions or other Taxes of SellerGovernmental Orders identified on Schedule 2.4(e) – PART I, (ii) any Taxes imposed on Notice of Violation issued between the Execution Date and the Closing Date, or (iii) any Actions filed with a court of competent jurisdiction or any Governmental Orders issued by any Governmental Body between the Execution Date and the Closing Date, including, in each case, all fines, penalties or other costs or amounts assessed with respect thereto or incurred by Seller to cure, satisfy or xxxxx the same and the cost and expenses associated with defense, satisfaction of any monetary judgment, or payment of any sums owed or the costs of any construction, remediation or reclamation work required as part of any settlement, final order or adjudication together with any fines, penalties or other amounts assessed, related to the applicable matter retained pursuant to this Section 2.4(e), prior to Seller’s satisfaction of any and all obligations under the applicable matter; provided that the Liability retained hereunder shall not extend to (x) costs or expenses associated with the Purchased Assets following satisfaction of any and all payments, construction, site work or obligations required or provided for under any such settlement, final order or adjudication, (y) any Remediation Liability or Environmental Liability or any on-going maintenance, operations, monitoring or subsequent mitigation or remediation work associated with the Purchased Assets (including any facilities constructed as a result of the transactions contemplated herebyany such settlement, (iiifinal order or adjudication) 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 following satisfaction 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.payments, construction, site

Liabilities to be Retained by Seller. Seller shall assume, retain and over time discharge, as and when they become due and payable, all liabilities or obligations not identified specifically herein and expressly assumed by Buyer pursuant to Section 1.3 Liabilities other than the Assumed Liabilities (all of which are collectively referred to herein as collectively, the “Retained Liabilities”), including, without limitationincluding all of the following: (a) Subject to Section 2.3(a), any Liabilities under, relating to or arising from (i) the Contracts, the Coal Leases or contractual obligations imposed in the deeds relating to the Owned Real Property, including any extension or amendment thereto, accruing or arising on or prior to the Closing Date, which shall include all accounts payable amounts owed for goods delivered, services performed or royalties or other payments due prior to Closing under Contracts regardless of when invoices are received, and operating expenses(ii) any breach or default by, whether or not accruedfailure to perform any obligation required of Seller under the Coal Leases, for products the Contracts or services incurred before contractual obligations imposed in the Effective Time including, but not limited to, salaries, attorneys’ fees and telephone, utility, advertising and public relations expensesdeeds relating to the Owned Real Property on or prior to the Closing Date; (b) all liabilities All trade accounts payable of the Seller for wages and salaries, workers’ compensation payments, accrued and unused vacation pay, accruing or any other employee benefits accrued as employees of Seller arising on or prior to the Effective Time and social security and unemployment Taxes of Branch Employees (as defined herein) accrued prior to the Effective TimeClosing Date; (c) Any and all liabilities for Liabilities, known or unknown, contingent or otherwise, to the extent relating to, based upon, attributable to, or arising out of or in connection with the Excluded Assets; (d) The obligation to make payment of all Royalties on coal produced and sold from the Xxxxxx Creek Mine Operations on or prior to the Closing Date and on the Coal Inventory; (e) In accordance with Section 6.2(c), the guarantee obligation of the lessee required by Section 18(a) of the Cotiga South Lease, and in accordance with Section 6.2(e), the guarantee obligation of the lessee required by Section 18(a) of each Cotiga North/Association Lease, in each case, as set forth in the guarantee agreement executed by CONSOL Energy Inc. (“CEI”) or its Affiliate at Closing (the “Lease Guarantee Agreements”); (f) Any and all Liabilities (except required compliance reporting obligations, which shall be the responsibility of Buyer pursuant to Section 2.3(a)), associated with (i) any federalthose NOVs, state, local Actions or other Taxes of SellerGovernmental Orders identified on Schedule 2.4(f) – PART I, (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.Notice of

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, including 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, hereby and (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 other liabilities or obligations not identified specifically herein and expressly assumed by Buyer pursuant to Section 1.3 including without limitation the following (all of which are collectively referred to herein as the “"Retained Liabilities”), "): (a) Taxes of any kind whatsoever due and payable prior to the Closing Date including, without limitation: , federal, foreign, state, county, local, and other state taxes (a) plus penalties and interest thereon, if any), and including taxes that relate to the Business as operated by Seller prior to the Closing Date which may not be due and payable prior to the Closing Date; provided, however, that Buyer shall assume 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 expensesaccrued payroll taxes; (b) all liabilities Any liability associated with environmental matters of Seller for wages and salaries, workers’ compensation payments, accrued and unused vacation pay, any kind whatsoever established as having arisen or any other employee benefits accrued as employees of Seller occurred prior to the Effective Time and social security and unemployment Taxes of Branch Employees (as defined herein) accrued prior to the Effective TimeClosing Date; (c) Professional fees owed by Seller with regard to this transaction and/or this Agreement; provided, however, that Buyer shall assume 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 accrued professional fees to the Assets or the Branches that were incurred in or that are attributable to a taxable period (or portion thereof) ending extent such accrual is reflected 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)Balance Sheet; (d) Any liabilities owed by Seller to Seller's shareholders or obligations with respect its affiliates; provided, however, that Buyer shall assume all accrued liabilities to any litigation, suits, claims, demands Seller's shareholders or governmental proceedings asserted by third parties against Seller and arising, commenced or resulting from its affiliates as such accrual is reflected on the operations of the Branches before the Effective TimeClosing Balance Sheet; (e) Liabilities or obligations associated with the Retained Assets; (f) Any taxes of Seller of any kind whatsoever payable as a direct result of the sale of Assets and assumption of Assumed Liabilities contemplated by this Agreement; (g) all interest-bearing debt owed by Seller and all net negative cash balances of Seller; (h) liabilities related and damages associated with a Product Recall (as defined in Section 13(h) hereof) issued within one year after the Closing Date with respect to payment obligations under products manufactured and/or sold by Seller prior to the Closing Date; (i) liabilities and damages associated with a Product Liability Claim (as defined in Section 13(h) hereof) with respect to claims that arise or occur prior to the Closing Date; (j) Any liability associated with any Assumed Contract that accrued union grievances of any kind whatsoever established as having arisen or occurred prior to the Closing Date; and (fk) 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 checksAny unfunded pension plan liability established as having arisen or occurred prior to the Closing Date.