Common use of Retained Liabilities and Obligations Clause in Contracts

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"): (a) Any liability to the employees of an Asian Business prior to or as of the Closing for such Asian Business to provide benefits to such employees under those employee benefit plans which provide medical, dental, disability or life insurance coverage (collectively, "Employee Insurance Plans") for claims arising from occurrences (as defined in the relevant plan) prior to the Closing for such Asian Business; (b) Any liability for vested benefits under the Employee Benefit Plans which have accrued to any employee of an Asian Business as of the Closing for such Asian Business, as if such employee was terminated as of such Closing; (c) Liabilities for which an insurer has liability under a Bank insurance policy, to the extent of actual coverage under such policy, and to the extent arising out of occurrences (as defined in such policy) prior to Closing; provided that, notwithstanding the foregoing, Bank shall not retain any environmental liabilities of any Asian Business whether based on circumstances, events or actions arising before or after the Closings or whether arising under present or future laws or any actual or alleged contractual obligations of Bank or BAMSI or any Asian Business; (d) Liabilities solely for Taxes relating to the Assets or the Asian Businesses to the extent such Taxes relate to any period prior to the respective Closing dates; (e) Liabilities exclusively arising out of or related to any of the Excluded Assets; and (f) With respect to liabilities that are required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles, those liabilities that would not be reflected on a consolidated balance sheet prepared on the date of Closing in accordance with generally accepted accounting principles consistent with the audited balance sheet of XX Xxxxxxxx Services (Asia) at December 31, 1995 and the unaudited balance sheet of XX Xxxxxxxx Services (Asia) at September 30, 1996.

Retained Liabilities and Obligations. The Assumed Liabilities ------------------------------------ Liabilities shall not include, and Bank each Seller will not assign to BAMSI, and BAMSI will not assume any of the following (collectively, the "Retained Liabilities"): (ai) Any liability to the employees of an Asian the Business prior to or as of the Closing for such Asian the Business to provide benefits to such employees under those BofA employee benefit plans which provide medical, dental, disability or life insurance coverage (collectively, "Employee Insurance Plans") for claims arising from occurrences (as defined in the relevant plan) prior to the Closing for such Asian Businessdate hereof; (bii) Any liability for vested benefits under the Employee Benefit Plans BofA 401(k) and other employee benefit plans which have accrued to any employee of an Asian the Business as of the Closing for such Asian Businessdate hereof, as if such employee was terminated as of such Closingthe date hereof; (ciii) Liabilities (a) for which an insurer has liability under a Bank an insurance policypolicy of either Seller, to the extent of actual coverage under such policy, and to the extent arising (b) that arise out of occurrences (as defined in such policy) prior to Closing; provided that, notwithstanding the foregoing, Bank shall not retain any environmental liabilities of any Asian Business whether based on circumstances, events or actions arising before or after the Closings or whether arising under present or future laws or any actual or alleged contractual obligations of Bank or BAMSI or any Asian Businessdate hereof; (div) Liabilities solely only for Taxes relating to the Assets or the Asian Businesses Business to the extent such Taxes relate to any period prior to the respective Closing datesdate hereof; (ev) Liabilities exclusively arising out of or related to any of the Excluded Assets; and (fvi) With respect to liabilities that are required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles, those liabilities that would not be reflected on a consolidated balance sheet prepared on the date of Closing in accordance with generally accepted accounting principles consistent with the audited balance sheet of XX Xxxxxxxx Services (Asia) BAMSI at December 31, 1995 and the unaudited balance sheet of XX Xxxxxxxx Services (Asia) BAMSI at September 30, 1996.

Retained Liabilities and Obligations. The Assumed ------------------------------------ Liabilities shall not include, and Bank will not assign to BAMSIBAMS, and BAMSI BAMS will not assume any of the following (collectively, the "Retained Liabilities"): (a) Any liability to the employees of an Asian the Taiwan Business and the Hong Kong Administrative Office prior to or as of the Closing for such Asian Business Effective Date to provide benefits to such employees under those employee benefit plans which provide medical, dental, disability or life insurance coverage (collectively, "Employee Insurance Plans") for claims arising from occurrences (as defined in the relevant plan) prior to the Closing for such Asian BusinessEffective Date; (b) Any liability for vested benefits under the Employee Benefit Plans which have accrued to any employee of an Asian Business as of the Closing for such Asian Business, as if such employee was terminated as of such Closing; (c) Liabilities for which an insurer has liability under a Bank insurance policy, to the extent of actual coverage under such policy, and to the extent arising out of occurrences (as defined in such policy) prior to Closingthe Effective Date; provided that, notwithstanding the foregoing, Bank shall not retain any environmental liabilities of any Asian the Taiwan Business and the Hong Kong Administrative Office whether based on circumstances, events or actions arising before or after the Closings Effective Date or whether arising under present or future laws or any actual or alleged contractual obligations of Bank or BAMSI BAMS or any Asian Businessthe Taiwan Business and the Hong Kong Administrative Office; (dc) Liabilities solely for Taxes relating to the Assets or the Asian Businesses Taiwan Business and the Hong Kong Administrative Office to the extent such Taxes relate to any period prior to the respective Closing datesEffective Date; (ed) Liabilities exclusively arising out of or related to any of the Excluded Assets; and (fe) With respect to liabilities that are required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles, those liabilities that would not be reflected on a consolidated balance sheet prepared on as of the date of Closing Effective Date in accordance with generally accepted accounting principles consistent with the audited balance sheet of XX Xxxxxxxx Services (Asia) at December 31, 1995 and the unaudited balance sheet of XX Xxxxxxxx Services (Asia) at September June 30, 1996.