Common use of Retained Liabilities of the Business Clause in Contracts

Retained Liabilities of the Business. (a) Notwithstanding any provision in this Agreement, Purchaser does not assume and has no responsibility for any Liabilities of the Asset Selling Entities other than the Assumed Liabilities set forth in Section 2.4 (such unassumed Liabilities, collectively, the “Retained Liabilities”). Such Retained Liabilities include the following: (i) Liabilities for which any Asset Selling Entity expressly has responsibility pursuant to the terms of this Agreement; (ii) Liabilities solely related to the Excluded Assets; (iii) intercompany Liabilities of the Asset Selling Entities; (iv) any Liabilities of any Asset Selling Entity to pay any Indebtedness incurred prior to the Closing Date; (v) (A) any Liabilities with respect to a Business Employee arising as a result of a breach of an applicable labor or workplace Law by an Asset Selling Entity prior to Closing, (B) any Liabilities of any Asset Selling Entity to pay the Retention Bonuses, and (C) any long-term disability obligations for any Asset Selling Entity Business Employee that is on long-term disability at the time of the Closing; and (vi) all Liabilities for or with respect to Taxes for which Seller bears responsibility pursuant to Article VII. (b) Notwithstanding any provision in this Agreement, Seller or the applicable Affiliate agrees to reimburse any Conveyed Company for any Liability of such Conveyed Company to pay the Retention Bonuses.

Retained Liabilities of the Business. (a) Notwithstanding any provision in this Agreement, Purchaser does shall not assume or in any way be responsible for, and has no responsibility Seller shall retain and be responsible for any Liabilities the following debts, claims, commitments, liabilities and obligations of Seller and the Asset Selling Entities other than the Assumed Liabilities set forth in Section 2.4 Business (such unassumed Liabilities, collectively, the “Retained Liabilities”). Such Retained Liabilities include the following:): (ia) Liabilities for which any Asset Selling Entity Seller expressly has responsibility pursuant to the terms of this AgreementAgreement or any of the agreements entered into in connection with the transactions contemplated hereby; (iib) Liabilities solely related to the extent arising out of or relating to the Excluded Assets; (iiic) intercompany Liabilities of the Asset Selling EntitiesSeller and its Affiliates to any of its employees, including, without limitation, former employees and retirees, and their statutory bargaining representatives, including, without limitation, Liabilities for payroll, withholdings, social security or similar disability related taxes, claims for workers’ compensation, harassment, wrongful termination/discharge, employment discrimination, severance or under any benefit plan or collective bargaining agreement or for any retention or stay-on bonuses, except as expressly provided herein, including in Section 7.4 (whether or not any such employee is a member of a union and whether or not any such employee is an Affected Employee); (ivd) the accounts payable of Seller (including accounts payable relating exclusively to the Business existing as of the Closing Date); (e) all Liabilities for commissions owed to independent sales representatives in respect of the Accounts Receivable; (f) all liabilities relating to any and all employee benefit plans, policies, programs and practices maintained or contributed to by Seller or its Affiliates with respect to any and all Employees except as provided in Section 7.4; (g) all intercompany Liabilities or Liabilities to Seller’s Affiliates; (h) all Liabilities relating to Excluded Contracts, except to the extent expressly assumed pursuant to Section 2.4(b) or (f); (i) any and all Liabilities for Taxes related to the Business or the Conveyed Assets for taxable periods prior to and including the Closing Date, except that Seller’s sole liability for Conveyance Taxes is limited as set forth in Section 7.15; (j) all Pre-Closing Environmental Liabilities; (k) all Liabilities of Seller or any Asset Selling Entity Seller Affiliate to pay the extent arising out of or relating to the conduct of any Indebtedness incurred business other than the Business; (l) all Liabilities of Seller or any Seller Affiliate arising out of matters occurring, or obligations incurred, after the Closing; (m) (i) all Liabilities for indebtedness for money borrowed other than under the agreements listed on Schedule 2.4(a), (ii) guaranties of liabilities that would not constitute Assumed Liabilities and (iii) liens other than the Permitted Encumbrances (except for the Mortgage to be Released); (n) all Liabilities of Seller or any Seller Affiliate for indemnification of, or advancement of expenses or payment of insurance proceeds to, any present or former director or officer of (or other person serving in a fiduciary capacity at the request of) Seller or any Seller Affiliate based upon an actual or alleged breach of fiduciary duty of such person prior to Closing; (o) Liabilities of Seller or any Seller Affiliate for any professional, financial advisory or consulting fees and expenses incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or any of the agreements or transactions contemplated hereby, or any other proposed transaction for the sale of the Business, including without limitation the fees, expenses and disbursements of Seller’s counsel, accountants (except as may be specifically agreed separately in writing by Purchaser) and financial advisors; (p) Liabilities to which Purchaser, any Conveyed Assets or the Business become subject arising solely out of a failure to comply with bulk sales laws or any similar laws; (q) all Liabilities arising out of, resulting from or relating to claims, whether founded upon contract, negligence, strict liability, Intellectual Property infringement, in tort or other similar legal theory, seeking compensation or recovery for or relating to Losses, injury to person or damage to property arising out of the conduct of the Business prior to the Closing Date, in any case whether or not disclosed in any Schedule hereto; (r) Liabilities of the Business arising during or related to periods prior to the Closing Date to the extent the amount of such Liability or obligation is covered by a policy of insurance or other indemnity agreement maintained for the benefit of the Business, unless the rights under any such indemnity agreement have been assigned to Purchaser; (s) all liabilities in respect of customer returns and allowances and product warranty claims (except Liabilities expressly assumed by Purchaser under Section 2.4(b)) including without limitation warranty claims for rework costs or equipment repair costs; (t) any Liability or obligation arising out of, or related to, any business or product line formerly owned or operated by Seller or any Seller Affiliate or predecessor thereof but not presently so operated; (u) any Liability or other obligation arising out of, or related to any indemnification or other provision under any contract or other agreement pursuant to which any sale or disposition was made of any business or product line formerly owned or operated by Seller or any Seller Affiliate or any predecessor thereof but not presently so owned or operated; and (v) (A) any Liabilities with respect to a Business Employee arising as a result of a breach of an applicable labor or workplace Law by an Asset Selling Entity prior to Closing, (B) any Liabilities of any Asset Selling Entity to pay the Retention Bonuses, and (C) any long-term disability obligations for any Asset Selling Entity Business Employee that is on long-term disability at the time of the Closing; and (vi) all Liabilities for or with respect to Taxes for which Seller bears responsibility pursuant to Article VIIhas any claim against Xxxxxx, its successors or Affiliates. (b) Notwithstanding any provision in this Agreement, Seller or the applicable Affiliate agrees to reimburse any Conveyed Company for any Liability of such Conveyed Company to pay the Retention Bonuses.

Retained Liabilities of the Business. (a) Notwithstanding any provision in this Agreement, Purchaser does not assume and has no responsibility for any Liabilities of Seller or the Asset Selling Entities other than shall retain and be responsible only for the Assumed Liabilities set forth in Section 2.4 following liabilities relating to the Business (such unassumed Liabilities, collectively, the “Retained Liabilities”). Such Retained Liabilities include the following:): (i) Liabilities for which any Asset Selling Entity expressly has responsibility pursuant to the terms of this Agreement; (ii) Liabilities solely related to the Excluded AssetsAssets (other than those contemplated by 2.4(g)); (iii) intercompany Liabilities of the Asset Selling Entities, other than Assumed Intercompany Payables; (iv) any Liabilities of any Asset Selling Entity Entity, Conveyed Company or the Business to pay any Indebtedness incurred prior to the Closing Date; (v) (A) any Liabilities with respect to a Business Employee arising as a result of a breach of an applicable labor or workplace Law by an Asset Selling Entity prior to Closing, (B) any Liabilities of any Asset Selling Entity to pay the Retention Bonuses, and (C) any long-term disability obligations for any Asset Selling Entity Business Employee that is on long-term disability at the time of the Closing; and (vi) all Liabilities for or with respect to Taxes for which Seller bears responsibility pursuant to Article VII.; (bvi) Notwithstanding the Liabilities listed in Schedule 2.5(vi) of the Seller Disclosure Letter; (vii) the Excluded Environmental Liabilities; (viii) the Excluded Employee Liabilities; (ix) the Excluded Warranty Obligations; (x) all Liabilities relating to any provision in this Agreement, Seller or Retention Bonus; and (xi) all Liabilities of PT Dulmison Indonesia to the applicable Affiliate agrees to reimburse any Conveyed Company for any Liability extent arising primarily from the conduct of such Conveyed Company to pay the Retention BonusesSeller’s NetConnect business.

Retained Liabilities of the Business. (a) Notwithstanding any provision in this Agreement, Purchaser does shall not assume or in any way be responsible for, and has no responsibility Seller shall retain and be responsible for any Liabilities the following debts, claims, commitments, liabilities and obligations of Seller and the Asset Selling Entities other than Business (the Assumed Liabilities set forth in Section 2.4 (such unassumed Liabilities, collectively, the “"Retained Liabilities”). Such Retained Liabilities include the following:"): (ia) Liabilities for which any Asset Selling Entity Seller expressly has responsibility pursuant to the terms of this AgreementAgreement or any of the agreements entered into in connection with the transactions contemplated hereby; (iib) Liabilities solely related to the extent arising out of or relating to the Excluded Assets; (iiic) intercompany Liabilities of the Asset Selling EntitiesSeller and its Affiliates to any of its employees, including, without limitation, former employees and retirees, and their statutory bargaining representatives, including, without limitation, Liabilities for payroll, withholdings, social security or similar disability related taxes, claims for workers' compensation, harassment, wrongful termination/discharge, employment discrimination, severance or under any benefit plan or collective bargaining agreement or for any retention or stay-on bonuses, except as expressly provided herein, including in Section 7.4 (whether or not any such employee is a member of a union and whether or not any such employee is an Affected Employee); (ivd) the accounts payable of Seller (including accounts payable relating exclusively to the Business existing as of the Closing Date); (e) all Liabilities for commissions owed to independent sales representatives in respect of the Accounts Receivable; (f) all liabilities relating to any and all employee benefit plans, policies, programs and practices maintained or contributed to by Seller or its Affiliates with respect to any and all Employees except as provided in Section 7.4; (g) all intercompany Liabilities or Liabilities to Seller's Affiliates; (h) all Liabilities relating to Excluded Contracts, except to the extent expressly assumed pursuant to Section 2.4(b) or (f); (i) any and all Liabilities for Taxes related to the Business or the Conveyed Assets for taxable periods prior to and including the Closing Date, except that Seller's sole liability for Conveyance Taxes is limited as set forth in Section 7.15; (j) all Pre-Closing Environmental Liabilities; (k) all Liabilities of Seller or any Asset Selling Entity Seller Affiliate to pay the extent arising out of or relating to the conduct of any Indebtedness incurred business other than the Business; (l) all Liabilities of Seller or any Seller Affiliate arising out of matters occurring, or obligations incurred, after the Closing; (i) all Liabilities for indebtedness for money borrowed other than under the agreements listed on Schedule 2.4(a), (ii) guaranties of liabilities that would not constitute Assumed Liabilities and (iii) liens other than the Permitted Encumbrances (except for the Mortgage to be Released); (n) all Liabilities of Seller or any Seller Affiliate for indemnification of, or advancement of expenses or payment of insurance proceeds to, any present or former director or officer of (or other person serving in a fiduciary capacity at the request of) Seller or any Seller Affiliate based upon an actual or alleged breach of fiduciary duty of such person prior to Closing; (o) Liabilities of Seller or any Seller Affiliate for any professional, financial advisory or consulting fees and expenses incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or any of the agreements or transactions contemplated hereby, or any other proposed transaction for the sale of the Business, including without limitation the fees, expenses and disbursements of Seller's counsel, accountants (except as may be specifically agreed separately in writing by Purchaser) and financial advisors; (p) Liabilities to which Purchaser, any Conveyed Assets or the Business become subject arising solely out of a failure to comply with bulk sales laws or any similar laws; (q) all Liabilities arising out of, resulting from or relating to claims, whether founded upon contract, negligence, strict liability, Intellectual Property infringement, in tort or other similar legal theory, seeking compensation or recovery for or relating to Losses, injury to person or damage to property arising out of the conduct of the Business prior to the Closing Date, in any case whether or not disclosed in any Schedule hereto; (r) Liabilities of the Business arising during or related to periods prior to the Closing Date to the extent the amount of such Liability or obligation is covered by a policy of insurance or other indemnity agreement maintained for the benefit of the Business, unless the rights under any such indemnity agreement have been assigned to Purchaser; (s) all liabilities in respect of customer returns and allowances and product warranty claims (except Liabilities expressly assumed by Purchaser under Section 2.4(b)) including without limitation warranty claims for rework costs or equipment repair costs; (t) any Liability or obligation arising out of, or related to, any business or product line formerly owned or operated by Seller or any Seller Affiliate or predecessor thereof but not presently so operated; (u) any Liability or other obligation arising out of, or related to any indemnification or other provision under any contract or other agreement pursuant to which any sale or disposition was made of any business or product line formerly owned or operated by Seller or any Seller Affiliate or any predecessor thereof but not presently so owned or operated; and (v) (A) any Liabilities with respect to a Business Employee arising as a result of a breach of an applicable labor or workplace Law by an Asset Selling Entity prior to Closing, (B) any Liabilities of any Asset Selling Entity to pay the Retention Bonuses, and (C) any long-term disability obligations for any Asset Selling Entity Business Employee that is on long-term disability at the time of the Closing; and (vi) all Liabilities for or with respect to Taxes for which Seller bears responsibility pursuant to Article VIIhas any claim against Harrxx, xxs successors or Affiliates. (b) Notwithstanding any provision in this Agreement, Seller or the applicable Affiliate agrees to reimburse any Conveyed Company for any Liability of such Conveyed Company to pay the Retention Bonuses.