Common use of Limited Assumption and Retention of Liabilities Clause in Contracts

Limited Assumption and Retention of Liabilities. (a) Upon the condition that the Closing shall occur, and subject to the liabilities retained by Seller pursuant to Section 2.5(b), Buyer shall assume and agrees to discharge obligations arising from and after the Effective Time to be performed after the Effective Time under the Contracts of E-Gas Technology; (b) Seller shall retain and be liable for the following: (i) all liabilities related to or arising from the ownership or operation of the Assets prior to the Effective Time; (ii) all Taxes payable and other current liabilities of Seller arising or accruing with respect to the period ending on or before the Effective Time; (iii) obligations arising under the Contracts and licenses that are required to be performed prior to the Effective Time; (iv) all liabilities retained by Seller pursuant to Article 4 hereof; (v) any liability or obligation arising out of or relating to any of the Excluded Assets; (vi) any liability or obligation with respect to any litigation pending or asserted in the future against Seller or Buyer with respect to the ownership or operation of the Assets prior to the Effective Time, except to the extent specifically assumed by Buyer in this Agreement or in a Related Agreement; and (vii) any liabilities or obligations related to or arising from the employee benefit plans or other compensation or employee benefit arrangements maintained by or on behalf of Seller or its Affiliates for the benefit of Employees. (c) Seller acknowledges and agrees that Buyer is not assuming any liabilities with respect to the Assets other than those liabilities expressly assumed by Buyer pursuant to this Agreement and the Related Agreements.

Limited Assumption and Retention of Liabilities. (a) Upon the condition that the Closing shall occur, and subject to the provisions of the Environmental Agreement between the Parties and the liabilities retained by Seller pursuant to Section 2.5(b), Buyer shall assume and agrees to discharge discharge: (i) all liabilities (other than environmental liabilities which are addressed in the Environmental Agreement) relating to or arising from the ownership or operation by Buyer or its Affiliates of the Assets from and after the Effective Time; (ii) all liabilities and obligations specifically assumed by Buyer pursuant to the Environmental Agreement; (iii) obligations arising from and after the Effective Time to be performed after the Effective Time under the Contracts Contracts, Leases, Easements, Permits and licenses of E-Gas Licensed Technology, which are assigned or sublicensed by Seller to Buyer at Closing; (iv) Taxes payable and other current liabilities which are specifically assumed by Buyer in this Agreement and reflected on Schedule 2.5(a). (v) All liabilities specifically assumed by Buyer pursuant to Article 4 hereof; and (vi) any liability or obligation with respect to any litigation asserted in the future against Seller or Buyer with respect to operation of the Assets by Buyer or its Affiliates after the Effective Time. (b) Subject to the provisions of the Environmental Agreement between the Parties, Seller shall retain and be liable for the following: (i) all liabilities related to or arising from the ownership or operation of the Assets prior to the Effective Time; (ii) all liabilities and obligations retained by Seller pursuant to the Environmental Agreement between the Parties; (iii) all Taxes payable and other current liabilities of Seller arising or accruing with respect to the period ending on or before the Effective TimeTime other than those Taxes specifically assumed by Buyer in this Agreement; (iiiiv) obligations arising under the Contracts Contracts, Leases, Easements and licenses Permits that are required to be performed prior to the Effective Time; (ivv) all liabilities retained by Seller pursuant to Article 4 hereof; (vvi) any liability or obligation arising out of or relating to any of the Excluded Assets; (vivii) any liability or obligation with respect to any litigation pending or asserted in the future against Seller or Buyer with respect to the ownership or operation of the Assets prior to the Effective Time, except to the extent specifically assumed by Buyer in this Agreement or in a Related Agreement; and (viiviii) any liabilities or obligations related to or arising from the employee benefit plans or other compensation or employee benefit arrangements maintained by or on behalf of Seller or its Affiliates for the benefit of Employees. (c) Seller acknowledges and agrees that Buyer is not assuming any liabilities with respect to the Assets or Operations other than those liabilities expressly assumed by Buyer pursuant to this Agreement and the Related Agreements.

Limited Assumption and Retention of Liabilities. (a) Upon the condition that the Closing shall occur, and subject to the liabilities retained by Seller pursuant to Section 2.5(b)provisions of Article 13 hereof, Buyer shall assume and agrees to discharge obligations discharge: (i) all liabilities relating to or arising from the ownership or operation of the Assets from and after the Effective Time; (ii) all Environmental Liabilities assumed by Buyer pursuant to Article 13 hereof; (iii) Obligations arising from and after the Effective Time to be performed after the Effective Time under the Contracts of E-Gas TechnologyContracts, Leases, Easements and Permits; (iv) Taxes payable and other current liabilities which are included in the Net Working Capital Adjustment; (v) All liabilities assumed by Buyer pursuant to Article 4 hereof; and (vi) any liability or obligation with respect to any litigation pending or asserted in the future against Seller or Buyer with respect to the Operations (i) after the Effective Time or (ii) prior to the Effective Time, to the extent assumed by Buyer in this Agreement. (b) Subject to the provisions of Article 13 hereof, Seller shall retain and be liable for all liabilities and obligations relating to the Assets or the Operations not expressly assumed by Buyer, including the following: (i) all liabilities related to or arising from the ownership or operation of the Assets prior to the Effective Time; (ii) all Seller Environmental Liabilities retained by Seller pursuant to Article 13; (iii) All Taxes payable and other current liabilities of Seller arising or accruing with respect prior to the period ending on or before the Effective Time, other than to the extent included in the Net Working Capital Adjustment; (iiiiv) obligations Obligations arising under the Contracts Contracts, Leases, Easements and licenses Permits that are required to be performed prior the Effective Time or that result from Seller's breach of any Contract, Lease, Easement or Permit prior to the Effective Time, other than to the extent included in the Net Working Capital Adjustment; (v) any liability or obligation for salary, wages, benefits, vacation, bonus or overtime for or on behalf of any current or former employee of Seller pertaining to their employment by Seller at the Assets prior to the Effective Time; (ivvi) all any injury or exposure suffered by any current or former employee of Seller or Seller's contractors or subcontractors (to the extent the injury or exposure occurred prior to Closing) pertaining to their employment by Seller or work relating to the Assets prior to the Effective Time; (vii) All liabilities retained by Seller pursuant to Article 4 hereof; (vviii) any liability or obligation arising out of or relating to any of the Excluded Assets;; and (viix) any liability or obligation with respect to any litigation pending or asserted in the future against Seller or Buyer with respect to the ownership or operation of the Assets Operations prior to the Effective Time, except to the extent specifically assumed by Buyer in this Agreement or in a Related Agreement; and (vii) any liabilities or obligations related to or arising from the employee benefit plans or other compensation or employee benefit arrangements maintained by or on behalf of Seller or its Affiliates for the benefit of Employees. (c) Seller acknowledges and agrees that Buyer is not assuming any liabilities with respect to the Assets other than those liabilities expressly assumed by Buyer pursuant to this Agreement and the Related Agreements.