Liabilities to be Retained by Sellers Sample Clauses

Liabilities to be Retained by Sellers. Sellers shall retain, and Buyer shall not assume, pay, perform, defend or discharge, the following liabilities and obligations: (i) any liabilities or obligations related to any of the Retained Assets; (ii) any liabilities of any Seller or any of Sellers' respective Affiliates to the extent not related to the Business or the Purchased Assets; (iii) Environmental Liabilities other than the Assumed Environmental Liabilities, (iv) except as otherwise expressly provided in Section 10.2.1, any liabilities or obligations of any Seller or any Seller ERISA Affiliate (as defined herein) with respect to any Business Benefit Plan; (v) except as otherwise expressly provided in Section 10.2.1, any liabilities or obligations in connection with any claim made by any employee or former employee of the Business arising out of or related to (a) any event, action or omission occurring prior to the Closing Date or (b) such employee's employment (including the termination thereof) prior to the Closing Date; (vi) any criminal and civil fines arising out of or related to events, actions or omissions occurring prior to the Closing Date in connection with the Business; (vii) any liabilities, claims or obligations for bodily injury, death or property damage arising out of the manufacture, sale or distribution of asbestos-containing products; (viii) all liabilities and obligations of Sellers under this Agreement or with respect to or arising out of the transactions contemplated hereby; (ix) all indebtedness for borrowed money relating to the agreements set forth on Schedule 2.2; and (x) all liabilities for Taxes related to the Business or the Purchased Assets for which Sellers are designated as responsible pursuant to Section 10.2.3 or Section 11.1 (collectively, the "Retained Liabilities").
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Liabilities to be Retained by Sellers. Subject to the terms of Article III and upon completion of the Closing, Sellers covenant and agree to assume, fulfill, perform, and in due course discharge, indemnify, defend and hold harmless Buyer and its directors, officers, agents, representatives, subsidiaries and Affiliates from and against (i) all obligations and liabilities of any kind or character whatsoever resulting from, relating to, arising out of, or incurred in connection with the Retained Assets and (ii) all obligations and liabilities of any kind or character whatsoever resulting from, relating to, arising out of, or incurred in connection with the Purchased Assets to the extent such obligations and liabilities resulted from, related to, arose out of, or were incurred in connection with actions prior to completion of the Closing.
Sample 1Sample 2
Liabilities to be Retained by Sellers. Sellers shall retain all liabilities and obligations of Sellers not expressly assumed by Buyers pursuant to Section 2.1, including, without limitation the following liabilities and obligations of Sellers (all such retained liabilities and obligations are hereinafter referred to as the “Retained Liabilities”):
Sample 1Sample 2
Liabilities to be Retained by Sellers. Subject to the completion of the Closing, Sellers covenant and agree to fulfill, perform, and in due course discharge, indemnify, defend and hold harmless Buyer and its directors, officers, agents, representatives, subsidiaries and Affiliates from and against the Retained Liabilities.
Sample 1
Liabilities to be Retained by Sellers. Subject to the terms of this Article III and upon completion of the Closing, Sellers covenant and agree to retain, fulfill, perform, and in due course discharge, all obligations and liabilities of any kind or character whatsoever resulting from, relating to, arising out of, or incurred in connection with the ownership and use of and operations conducted on the Subject Property prior to the Closing Date, including but not limited to all obligations created under the Water Rights, Permits, Property Appurtenances, Equipment and Personal Property, and Contracts (collectively, “Retained Liabilities”), other than the Crescent Litigation, the Silver Bowl Matter, the EPA Settlement Agreement Liabilities and the UAO Liabilities. Such Retained Liabilities retained by Sellers shall specifically include (without limiting the generality of the foregoing) the following, other than the EPA Settlement Agreement Liabilities:
Sample 1

Related to Liabilities to be Retained by Sellers

  • LIABILITIES TO BE ASSUMED As used in this Agreement, the term “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following, Liabilities of Company (collectively the “Assumed Liabilities”):

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Liabilities of the Company The Company does not have any Obligations of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary Course of Business since the date of the last Financial Statements filed by the Company with the SEC that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder.

  • Liabilities of the Manager A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

  • Liabilities of the Adviser A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

  • Company’s Responsibilities and Expenses Payable by the Company All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

  • Liabilities of the Master Servicer The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein.

Time is Money Join Law Insider Premium to draft better contracts faster.