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. 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.
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. 5 2.5 Closing.............................................................6
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:
(a) all cash or cash equivalents in the Company's bank accounts along with the bank accounts themselves;
(b) the Company's computer system, including all peripheral and related equipment as more particularly described in Schedule 2.4(b) and (i) all telephone pagers and cellular telephones and (ii) all personal computers (exclusive of those included with the software and equipment listed in Schedule 2.4(b) which are to remain with the Company);
(c) all insurance policies and rights thereunder including rights to any cancellation value before the Effective Date;
(d) all rights in and to the trade name "Statia";
(e) all intercompany accounts in existence before the Effective Date; and
(f) all receivables, prepaid items, deposits and trade payables in existence before the Effective Date except for those items listed in Schedule 2.4(f) to be retained by the Company and/or to be transferred or assigned to the Purchaser for which the Seller shall be reimbursed. It is the intent of the parties, pursuant to the foregoing, that at Closing the Company's assets shall consist primarily of plant, property and equipment. To the extent the Purchaser shall receive any assets related to trade receivables not transferred pursuant to Section 2.4(f), prepaid items or deposits or liabilities related to trade payables not transferred pursuant to Section 2.4(f) or accrued liabilities, including accrued but unused vacation entitlements attributed to the Continuing Employees, the same shall be quantified to the Effective Date, and the Purchase Price adjusted up or down, as the case may be, by a like amount and settled in accordance with the provisions of Section 5.15.
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"):
(i) the long term receivables and the related payables set forth in Section 2.5(a)(i) of the Seller's Disclosure Schedule (the "Long Term Receivables");
(ii) the condominium unit #2 located at 0000 Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxx;
(iii) any software licenses associated with the computer equipment described in Exhibit A;
(iv) the Acquired Company Plans, including, but not limited to, all Adverse Consequences relating to the assumption of the Acquired Company Plans that will be assumed by Seller or one of its Affiliates other than the Acquired Companies or Fox River pursuant to Section 6.4 of this Agreement
(v) the T&T Consent Decree and any other liability related to acid mine drainage at the T&T #2 and #3 mines;
(vi) the litigation set forth in Section 2.5(a)(vi) of the Seller's Disclosure Schedule;
(vii) the employment of the Retained Employees, Inactive Employees and former employees (including those receiving long-term disability benefits) prior to the Closing Date, including any failure to hire applicants for employment prior to the Closing Date, and obligations owed to the Inactive Employees until they return to active employment with the Acquired Companies;
(viii) any Adverse Consequence for any Environmental Matter or Environmental or Response Action related to the real property or any other asset owned, operated or leased by any Seller Party or any of its Affiliates that is not a Subject Asset;
(ix) any Adverse Consequence for payment of the Environmental Insurance Deductible;
(x) the land operating receivables, as set forth in more detail in Section 2.5(a)(x) of the Seller's Disclosure Schedule;
(xi) the Bank Accounts of the Acquired Companies;
(xii) the Pre-Closing Workers' Compensation Liability;
(xiii) any and all prepaid royalty income as set forth in more detail in Section 2.5(a)(xiii) of the Seller's Disclosure Schedule; and
(xiv) the guaranty obligations of Coastal Coal, as successor in interest to Virginia Iron Coal and Coke Company, related to First Mortgage 5 Per Cent 100-Year Gold Bonds issued by Virginia and Southwestern Railway Company, due January 1, 2003.
(b) On or prior to the Closing Date, to the exte...
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. (a) In addition to items described in Section 1.2 (h), the Seller retain the following assets of the Company:
(i) All rights against former tenants of the Property (not in possession on the date of Closing) for the collection of rents and any other amounts due for time periods prior to Closing.
(ii) The rights to duplicate and reuse the design, specifications, blueprints and plans for the Property at other locations are retained by the Seller; provided, however, Seller is selling and expressly shall not be permitted to use the name “Cornerstone Apartments”, all rights to which shall be transferred by Seller to Purchaser hereunder as an asset of the Company.
(iii) All bank accounts and cash on hand, exclusive of tenant deposits and Seller shall retain all of its original accounting and bank records and tax returns for the Company for the time periods prior to Closing, but Seller shall provide copies of such records and returns to Purchaser upon request if needed for Company or tax purposes after Closing.
(b) Except as herein stated, Seller shall also retain the following “Liabilities” of the Company pertaining to the development, ownership, and financing of the Property up to the date of Closing, including, without limitation the following:
(i) All liabilities pertaining to the existing loan documents and instruments evidencing and securing the Company’s existing loan for the Property, which shall be paid in full at Closing.
(ii) Any and all claims, losses, liabilities, damages, obligations, fines, penalties, suits, actions, proceedings, costs or expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses and court costs), whether now known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated or due or to become due, including, without limitation, any liabilities in respect of any applicable laws other than (w) trade payables not yet due which have been disclosed to the Purchaser and any other obligations which have been subject to proration under Section 6.3 of this Agreement; (x) obligations under the Leases with tenants arising from and after the date of Closing; (y) obligations under the Contracts arising from and after the date of Closing; and (z) any and all tax obligations for the Company arising from and after the date of Closing
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.
(b) Newco shall not assume or have any responsibility for any Retained Liabilities.
