Retained Liabilities of the Business Sample Clauses

Retained Liabilities of the Business. Notwithstanding any provision in this Agreement, Seller and its Affiliates (excluding the Conveyed Companies) shall retain and be responsible for the following Liabilities (collectively, the “Retained Liabilities”):
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Retained Liabilities of the Business. Notwithstanding any provision in this Agreement to the contrary, Alibaba and its Subsidiaries shall retain and be responsible only for the Liabilities relating to the business of the Retained Entities (the “Retained Business Liabilities”). The Retained Business Liabilities shall remain the sole and exclusive obligation of Alibaba or any of its Subsidiaries until such time when the Retained Equity Interests shall be transferred to OpCo pursuant to Section 2.10.
Retained Liabilities of the Business. Ashland and the Asset Selling Corporations shall retain and be responsible for the following Liabilities (the “Retained Liabilities”):
Retained Liabilities of the Business. Except in each case as otherwise expressly provided in this Agreement, none of Purchaser and any of its Affiliates shall be a successor to Sellers or their Affiliates with respect to, and shall not assume or agree to pay, perform or otherwise discharge, nor shall they be or become responsible for, any Liabilities of Sellers other than the Assumed Liabilities (such Liabilities other than the Assumed Liabilities, the “Retained Liabilities”). Without limiting the generality of the foregoing, none of Purchaser and any of its Affiliates assumes or agrees to pay, perform or otherwise discharge the Liabilities of Sellers or any of their Affiliates arising out of or relating to the following:
Retained Liabilities of the Business. Notwithstanding any provision in this Agreement, Purchaser shall not assume or in any way be responsible for, and Seller shall retain and be responsible for the following debts, claims, commitments, liabilities and obligations of Seller and the Business (the "Retained Liabilities"):
Retained Liabilities of the Business. Notwithstanding any provision in this Agreement, VitalWorks shall retain and be responsible for all Liabilities arising prior to the Closing, other than Assumed Liabilities, together with the following liabilities relating to the Business (the "Retained Liabilities"):
Retained Liabilities of the Business. Seller shall retain and be responsible for the Liabilities other than the Assumed Liabilities (collectively, “Retained Liabilities”).
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Retained Liabilities of the Business. (a) Notwithstanding any provision in this Agreement, the Asset Selling Entities (and, in the case of Section 2.5(a)(iv) and Section 2.5(a)(vi) below, the Equity Selling Entities) shall retain and be responsible only for the following liabilities relating to the Business (collectively, the “Retained Liabilities”):
Retained Liabilities of the Business. Notwithstanding any other provision of this Agreement or any of the Closing Agreements to the contrary, upon the terms and subject to the conditions of this Agreement, Seller and the Selling Subsidiaries agree, effective at the Closing, to retain and to satisfy, pay, perform and discharge when due (without recourse to Purchasers or their Affiliates, and Purchasers and their Affiliates shall not be responsible for performing or discharging) the following Liabilities (collectively, the “Retained Liabilities”):
Retained Liabilities of the Business. Notwithstanding any provision in this Agreement, Parent shall retain and be responsible for all Liabilities of Parent and its Affiliates other than the Assumed Liabilities (the “Retained Liabilities”). Retained Liabilities shall include, without limitation, the following:
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