Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”):
(a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”);
(b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”);
(c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”);
(d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”);
(e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital;
(f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets;
(g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets;
(h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities...
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:
Retained Liabilities. Notwithstanding anything contained in this -------------------- Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the execution of this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability or obligation of the Seller other than the Assumed Liabilities, including any of the following liabilities or obligations of the Seller (the "Retained Liabilities"):
2.2.1 All obligations or liabilities of Seller or any predecessor or Affiliate of Seller which relate to any of the Excluded Assets;
2.2.2 Other than taxes expressly allocated pursuant to other provisions of this Agreement, tax liabilities of any and all kinds (federal, state, local, and foreign) of Seller including, without limitation, any liabilities for taxes on or measured by income, liabilities for withheld federal and state income taxes and employee F.I.C.A. (Federal Insurance Contribution Act) or employer F.I.C.A., and liabilities for income taxes arising as a result of the transfer of the Station Assets or otherwise by virtue of the consummation of the transactions contemplated hereby.
2.2.3 All liabilities or obligations of Seller owed to any of Seller or its Affiliates (as hereinafter defined);
2.2.4 All liabilities or obligations arising out of any breach by Seller or any predecessor or Affiliate of Seller of any of the terms or conditions of any provision of any Real Estate Lease or Contract;
2.2.5 All liabilities and obligations of Seller or any predecessor or Affiliate of Seller resulting from, caused by or arising out of, any violation of law;
2.2.6 Any claims, liabilities, and obligations of Seller as an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, COBRA benefits, FAMLA benefits, WARN obligations and liabilities, or any other employee benefits, withholding tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liab...
Retained Liabilities. The Purchaser does not assume, and shall not be responsible for, any of the following liabilities or obligations of the Seller (collectively, the “Retained Liabilities”):
(a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees);
(b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing;
(c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money;
(d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities;
(e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing;
(f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof;
(g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees;
(h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date;
(i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law;
(j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans;
(k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date;
(l) any liabilities arising out of or in connection with any violation by Seller, of any applicable...
Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume, and shall be deemed not to have assumed, any Liabilities of Seller or the Business, except as specifically provided in Section 2.3(a). All other liabilities, known or unknown, contingent or otherwise shall remain the obligations of Seller. Retained Liabilities shall include all liabilities other than Assumed Liabilities, including but not limited to:
(a) any and all liabilities incurred or assumed prior to the Closing Date relating to current or former employees of Seller or any Plan, including any accrued benefits of the current or former employees of Seller payable on or after the Closing Date except in each case as specifically provided in Schedule 2.3(a);
(b) any and all liabilities or potential liabilities in respect of pending or threatened litigation brought or to be brought in respect of events, circumstances or facts occurring prior to the Closing, including any indemnification claims relating to this Agreement or the Transactions, including, without limitation, the litigation identified on Schedule 4.21;
(c) Taxes attributable to the Assets or the operations or the income of Seller or any Seller Group for any Pre-Closing Tax Period; and
(d) Any and all claims (including product liability claims), counterclaims, offsets, defenses or causes of action relating to products manufactured by Seller on or before the Closing Date and shipped to customers on or before the Closing Date. As between Seller and Purchaser, it is understood that Seller shall be solely and exclusively liable with respect to all Liabilities of Seller and the Business, whether disclosed or undisclosed, whether known or unknown, whether fixed or contingent, other than the Assumed Liabilities (collectively, the “Retained Liabilities”).
Retained Liabilities. All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):
(i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08);
(ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business;
(iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein;
(iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business;
(v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets);
(vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates;
(vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and
(viii) all other Liabilities of the Company other than the Assumed Liabilities.
Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities of Seller or any of its subsidiaries (the "Retained Liabilities"):
Retained Liabilities. To the extent that any payments made by PNX in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco in any taxable period, Spinco will promptly remit to PNX the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) Spinco’s actual Tax liability taking into account any Retained Liability Payment with (ii) what Spinco’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco makes a remittance to PNX of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX will promptly pay to Spinco that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed.
Retained Liabilities. Notwithstanding anything in this Agreement to the contrary:
(a) except as specifically set forth in Section 1.4, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any Liability of Seller or any of its Affiliates whatsoever, including any Liability disclosed on the Schedules hereto (other than Schedule 1.4(a) or Schedule 1.4(b)); and
(b) without limiting the generality of the foregoing, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any of the following Liabilities of Seller or any of its Affiliates:
(i) Liabilities under, arising out of, or with respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Seller or any of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the Closing;
(ii) except for the Assumed Liabilities described in Section 1.4(c) with respect to the Purchased Contracts, Liabilities arising out of, or with respect to, the distribution, servicing, sale or use (whether or not intended) of Products sold or licensed by Seller prior to the Closing or services provided or other work performed by Seller prior to the Closing (in all cases regardless of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraud;
(iii) Liabilities for Taxes;
(iv) except as specifically set forth in Section 1.4, Liabilities arising out of, or with respect to, the operation or ownership of the Business or Assets prior to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV;
(v) Liabilities constituting, arising from or relating to any Indebtedness of Seller or any of its Affiliates;
(vi) Liabilities arising under any Environmental Laws or arising out of, or with respect to, the ownership, use or operation of any currently or formerly owned or leased real property, including the Leased Real ...
Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume nor become responsible for any liability or obligation of Seller of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (the "Retained Liabilities").
