Retained Assets and Liabilities. It is understood that Alpine and CLB are not conveying any of their assets other than those described herein, and are specifically retaining all other fixtures, furnishings, equipment, records, books tools and aircraft, and their respective business names. Alpine and CLB shall retain and remain solely responsible for any of their debts, obligations, liabilities, claims or demands ("Claims"), other than with respect to the lease of the Alpine Leased Property, and Million Air shall have no responsibility for any such Claims. Alpine and CLB hereby indemnify and hold Million Air harmless from and against any such Claims, including legal fees and costs.
Retained Assets and Liabilities. (a) In addition to items described in Section 1.2 (h), the Seller retain the following assets of the Company:
Retained Assets and Liabilities. 7 2.6 Attempted Assignment of Acquired Interests and Assumed Liabilities................................ 9 2.7
Retained Assets and Liabilities. (a) On the Closing Date, the Seller shall retain and will be (1) obligated to fully and timely pay, perform and discharge in accordance with their terms and (2) entitled to receive any proceeds, recoveries (monetary or otherwise) and benefits associated with the following matters (collectively, the "Retained Assets and Liabilities"):
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Retained Assets and Liabilities. The Company shall dividend, assign and/or transfer to the Seller or its Affiliates, on or before the Closing Date, the following items:
Retained Assets and Liabilities. On the Closing Date, El Paso CGP or its Affiliates shall retain and will be (a) obligated to fully and timely pay, perform and discharge in accordance with their terms and (b) entitled to receive any proceeds, recoveries (monetary or otherwise) and benefits, associated with the matters specifically identified in Section 2.6 of the Disclosure Schedule (the "Retained Assets and Liabilities"). On or prior to the Closing Date, to the extent permitted and required, the Sellers shall cause the Retained Assets and Liabilities to be assigned or otherwise transferred to El Paso CGP or its Affiliates. To the extent that any of the Retained Assets and Liabilities cannot be assigned or otherwise transferred to El Paso CGP or its designee prior to the Closing Date (including where such an assignment or transfer would constitute a breach or default under any agreement, encumbrance or commitment, would violate any Law or would in any way adversely affect the rights or increase the obligations of El Paso CGP or its designee), then the Buyer will execute and deliver any other documents, certificates, agreements and other writings, and take such other actions, in each case, as may be reasonably necessary, desirable or requested by El Paso CGP in order to provide or impose upon El Paso CGP or its designee the benefits and the obligations associated with such Retained Assets and Liabilities.
Retained Assets and Liabilities. (a) Notwithstanding anything to the contrary herein, TAP shall not assign, transfer, convey or deliver to Newco, nor shall Newco accept, any right, title or interest in, to or under any Retained Assets.
Retained Assets and Liabilities. The Buyer acknowledges that the Assets do not include the following items: (i) all of the Seller's finished goods inventory, which the Seller shall have the right to sell to third parties following the Closing under the Lightmaker name; and (ii) all accounts receivable generated by the Seller's Lightmaker division prior to the Closing, or after the Closing with respect to the finished goods inventory retained hereunder. Notwithstanding the foregoing, and subject to the completion of an agreement containing terms and conditions mutually satisfactory to the parties, the Seller shall provide the sixteen (16) ballasts listed on Schedule 4 to the Buyer to be sold by the Buyer on a consignment basis. The Buyer shall not be assuming the following liabilities, for which the Seller shall remain liable, notwithstanding the sale of Assets set forth herein: (x) all accounts payable incurred by the Lightmaker division prior to the Closing; (y) all employee obligations (including without limitation, severance, vacation and sick pay) arising as a result of the closing of the Seller's Lightmaker division; and (z) all product liability claims asserted by any third party in connection with any ballast sold by the Seller.
Retained Assets and Liabilities. On the Closing Date, Sellers shall retain and will be (a) obligated to fully and timely pay, perform and discharge in accordance with their terms and (b) entitled to receive any proceeds, recoveries (monetary or otherwise) and benefits, associated with the matters specifically identified in Section 2.6 of the Disclosure Schedule (the "Retained Assets and Liabilities"). On or prior to the Closing Date, to the extent permitted and required, the Sellers shall cause the Retained Assets and Liabilities to be assigned or otherwise transferred to Buyer. To the extent that any of the Retained Assets and Liabilities cannot be assigned or otherwise transferred to Buyer or its designee prior to the Closing Date (including where such an assignment or transfer would constitute a breach or default under any agreement, encumbrance or commitment, would violate any Law or would in any way adversely affect the rights or increase the obligations of Buyer or its designee), then the Buyer will execute and deliver any other documents, certificates, agreements and other writings, and take such other actions, in each case, as may be reasonably necessary, desirable or requested by Sellers in order to provide or impose upon Buyer or its designee the benefits and the obligations associated with such Retained Assets and Liabilities.
