Retained Liabilities and Obligations. The Assumed ------------------------------------ Liabilities shall not include, and Bank will not assign to BAMSI, and BAMSI will not assume any of the following (collectively, the "Retained Liabilities"):
Retained Liabilities and Obligations. Notwithstanding any other ------------------------------------ provision of this Agreement or doctrine of law to the contrary, Seller shall retain, and Purchaser shall not assume or be liable with respect to, any liability or obligation of Seller, except for the Assumed Liabilities. All of the foregoing obligations and liabilities to be retained by Seller hereunder are collectively referred to as the "Retained Liabilities."
Retained Liabilities and Obligations. Anything in this Agreement to the contrary notwithstanding, Parent shall be responsible for all of the liabilities and obligations not hereby expressly assumed by Company and Company shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Parent that are not expressly assumed by Company under Section 2.3 hereof (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (A) any liability or obligation under Contracts or other agreements to which Parent is a party or by or to which it or any of its assets, properties or rights are bound or subject but which are not Assumed Contracts; (B) any liability or obligation arising out of the employment by Parent or any of its Affiliates of any employees, whether before or after the Closing Date, other than any such employment liability or obligation which relates to the employees of the ROI Business (excluding any such liability relating to the employee benefit plans described in clause (F) below, or any severance obligation in respect of any employee of Parent terminated in connection with the transactions contemplated by this Agreement); (C) any liability or obligation of Parent owing to any stockholder, subsidiary or Affiliate thereof; (D) any liabilities related to (i) Income Taxes of the Parent, (ii) Taxes attributable to the transfer of the ROI Assets pursuant to this Agreement, (iii) Taxes attributable to periods ending on or prior to the Closing Date (except for sales taxes for products sold by the ROI Division), (iv) Taxes of any person other than the Parent pursuant to an agreement or otherwise and (v) any Taxes for which Company may be liable under Treas. Reg ss. 1.1502-6 or similar provisions of state or foreign law; (E) any liability or obligation arising under any Environmental Law attributable to or incurred as a result of any acts, omissions, or conditions first occurring or in existence as of or prior to the Closing Date, including, but not limited to, any liability or obligation with respect to the generation, release, handling, discharge, treatment, storage, disposal, or presence of Hazardous Materials; (F) except with respect to any contribution obligations directly related to any Transferred Employee's period of coverage under or participation in any 401(k) plan, any liability or obligation of Parent or any of its Affiliates under any and all employee benefit arrangements or practices providing r...
Retained Liabilities and Obligations. Except for the Assumed Liabilities, Seller shall not assign to Buyer, and Buyer shall not assume, any Liabilities of Seller, or any of the costs, expenses, claims, losses or other obligations and liabilities related thereto, whether or not such Liabilities arise out of or relate to the Business or the Assets or relate to or arise out of any circumstances, events or actions occurring prior to, at or after the Closing Date, whether known or unknown, accrued, absolute, matured or unmatured, liquidated or unliquidated, contingent, actual or otherwise (together, the “Retained Liabilities”).
Retained Liabilities and Obligations. Notwithstanding any other ------------------------------------ provision of this Agreement or doctrine of law to the contrary, Seller shall retain, and Purchaser shall not assume or be liable with respect to, any liability or obligation of Seller, except for the Assumed Liabilities. All of the foregoing obligations and liabilities to be retained by Seller hereunder are collectively referred to as the "Retained Liabilities." The Retained Liabilities shall expressly include any liabilities of the Business associated with Toshiba co-op funds and the Tadiran accounts.
Retained Liabilities and Obligations. Notwithstanding Section 2.1 of this Agreement or any other provision of this Agreement or the Disclosure Schedule to the contrary, the Assumed Liabilities shall not include, and Buyer shall not assume or be liable for, any Liabilities of Seller set forth below except to the extent they are accrued or reserved for as current Liabilities on the Closing Date Balance Sheet (the “Retained Liabilities”) The Seller expressly understands and agrees that except for the Assumed Liabilities, the Buyer has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, of the Seller or any of its Affiliates, which Liabilities will, as between the Seller, on the one hand, and the Buyer, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller, including, without limitation:
Retained Liabilities and Obligations. The Assumed Liabilities shall not include, and Seller shall not assign to Purchaser, and Purchaser shall not assume, any of the liabilities, or any of the costs, expenses, claims, losses or other obligations and liabilities related thereto, arising out of or relating to the Business or the Assets and relating to or arising out of any circumstances, events or actions occurring prior to the Closing, whether known or unknown, accrued, absolute, matured or unmatured, liquidated or unliquidated, known or unknown, contingent, actual or otherwise, except for the Assumed Liabilities specifically enumerated in Section 3.1 above (together, the “Retained Liabilities”). The Retained Liabilities shall remain the sole responsibility of Seller, and shall be retained, paid, performed and discharged solely by Seller. For clarity, the Retained Liabilities include any and all liabilities of Seller or relating to the operation of the Business prior to the Closing, other than the Assumed Liabilities, including, without limitation, the following:
Retained Liabilities and Obligations. Seller shall retain, perform and discharge any and all of the following liabilities and obligations related to the Assets, to the business of the Divisions and/or to Seller (the “Retained Liabilities”):, and Seller will satisfy each of the following liabilities or obligations as it becomes due, including, but not limited to:
Retained Liabilities and Obligations. Except for the Assumed Liabilities, Purchaser shall not assume and under no circumstances shall Purchaser be obligated to pay or assume, and none of the assets of Purchaser shall be or become liable for or subject to, any liability, indebtedness, commitment, or obligation of Seller or any of its Affiliates, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise, including, without limitation, the following (collectively, the “Retained Liabilities”):
Retained Liabilities and Obligations. The Assumed Liabilities shall not include, and the Seller shall not assign to the Buyer and the Buyer shall not assume, any of the Retained Liabilities.
