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

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").

Liabilities to be Retained by Sellers. Sellers shall retainretain all liabilities and obligations of Sellers not expressly assumed by Buyers pursuant to Section 2.1, and Buyer shall not assumeincluding, pay, perform, defend or discharge, without limitation 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 Sellers (all such retained liabilities and obligations are hereinafter referred to 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 “Retained Liabilities”): (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 All liabilities and obligations of Sellers under this Agreement and the agreements and instruments delivered by Sellers to Buyers pursuant to this Agreement; (b) Any obligation to pay Sellers’ fees or expenses incurred in connection with respect to this Agreement or arising out the consummation of the transactions contemplated hereby; , including, without limitation, fees and expenses of brokers, finders, investment bankers, attorneys, consultants, accountants or representatives (ixexcept as otherwise set forth in Section 3.2(d)); (c) all indebtedness Sellers’ liability for borrowed money any severance or termination pay under any Retained Benefit Plan, this Agreement, or any other policy or contract of Sellers (collectively “Severance”), to any individuals who are Sold Business Employees, either now or hereafter, in connection with the transactions contemplated hereby or otherwise; (d) All liabilities and obligations (i) under Sellers’ “change of control” agreements to which any individuals who are Sold Business Employees are entitled, either now or hereafter, in connection with the transactions contemplated hereby or otherwise, and (ii) relating to the agreements set forth vesting of participants and beneficiaries accounts under the retirement plan of Seller; (e) Except as otherwise expressly provided in Section 8.2.2, any liabilities or obligations with respect to any Sold Business Employee that accrued or arose prior to the Closing, including without limitation with respect to any benefits under any Retained Benefit Plans (regardless of when such liabilities accrued or arose); (f) All liabilities and obligations for taxes relating to the Sold Business for all periods (or portions thereof) ending on Schedule 2.2; or prior to the Closing Date, and (x) all liabilities for Taxes related deferred Taxes; (g) All actions or proceedings pending against Sellers or relating to the Sold Business or prior to the Purchased Assets for which Sellers are designated as responsible pursuant Closing Date, other than Assumed Litigation subject to Section 10.2.3 9.2; (h) All Retained Environmental Liabilities (regardless of whether such liabilities are liabilities or Section 11.1 obligations of Sellers); (collectivelyi) All obligations with respect to the Sold Business for repair or replacement of, or refund for, damaged, defective or returned goods sold by Sellers prior to the "Retained Closing Date (the “Returned Goods”); (j) All liabilities with respect to the Sold Business arising out of claims of third parties for damage or injury suffered as the result of defective products sold by Sellers prior to the Closing Date other than Assumed Product Liabilities (the “Product Liabilities"”); and (k) All liabilities with respect to the City of Solon, Enterprise Zone Agreement, dated April 20, 1998.

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").the