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:
Appears in 12 contracts
Samples: Asset Purchase Agreement (Widepoint Corp), Asset Purchase Agreement (cbdMD, Inc.), Asset Purchase Agreement (Luna Innovations Inc)
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:
Appears in 9 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Aberdeen Idaho Mining Co), Asset Purchase Agreement (Aberdeen Idaho Mining Co)
Retained Liabilities. The “Retained Liabilities Liabilities” as set forth in this section (d) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability obligation and liability of Seller other than the Assumed Liabilities, including, without limitation:
Appears in 6 contracts
Samples: Asset Purchase Agreement (Surge Holdings, Inc.), Asset Purchase Agreement (GBT Technologies Inc.), Asset Purchase Agreement (Gopher Protocol Inc.)
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 LiabilitiesLiabilities as set forth in Section 2.4(a), including:whether incurred before, after or on the Closing Date.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Spindle, Inc.), Asset Purchase Agreement (Spindle, Inc.), Asset Purchase Agreement (Spindle, Inc.)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including:
Appears in 5 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Chanticleer Holdings, Inc.), Asset Purchase Agreement (Cotelligent Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every Liability of Seller Sellers, disclosed or undisclosed, other than the Assumed Liabilities, including:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (Stewart & Stevenson Services Inc)
Retained Liabilities. The Retained Liabilities shall will remain the sole responsibility of and shall will be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall will mean every Liability each of Seller other than the Assumed following Liabilities and only the following Liabilities, including:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Alion Science & Technology Corp), Asset Purchase Agreement (Beagle Holdings Inc), Asset Purchase Agreement (Alion Science & Technology Corp)
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:.
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Onelink Inc), Asset Purchase Agreement (MSC-Medical Services CO)
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, includingincluding but not limited to:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed performed, and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Intercloud Systems, Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Chad Therapeutics Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerCompany. “Retained Liabilities” shall mean every Liability of Seller Company other than the Assumed Liabilities, includingincluding but not limited to:
Appears in 3 contracts
Samples: Asset Purchase Agreement (North American Scientific Inc), Asset Purchase Agreement (North American Scientific Inc), Asset Purchase Agreement (North American Scientific Inc)
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:.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Amcon Distributing Co), Asset Purchase Agreement (Radnor Holdings Corp)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)
Retained Liabilities. The Retained Liabilities" shall mean every Liability of Seller other than the Assumed Liabilities. All of the Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” Liabilities shall mean every Liability include, without limitation, all of Seller other than the Assumed Liabilities, including:following Liabilities (whether relating to the Procuren Operations or otherwise):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cytomedix Inc), Asset Purchase Agreement (Cytomedix Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of of, and shall be retained, paid, performed and discharged solely by by, the Seller. “Retained Liabilities” shall mean every Liability of the Seller other than the Assumed Liabilities, including:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Where Food Comes From, Inc.), Asset Purchase Agreement (Where Food Comes From, Inc.)
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
Appears in 2 contracts
Samples: Asset Purchase Agreement (LOCAL.COM), Asset Purchase Agreement (DigitalPost Interactive, Inc.)
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 LiabilitiesSeller, includingincluding but not limited to:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cryomedical Sciences Inc), Asset Purchase Agreement (Endocare Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, retained and timely paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed Liabilities, including:.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Eagle Picher Holdings Inc), Asset Purchase Agreement (Noble International LTD)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” Liabilities shall mean every Liability liability, debt or obligation of Seller other than the Assumed Liabilities, includingincluding but not limited to:
2.4.2.1 Any liability to indemnify, defend or reimburse under the Management Agreements for matters occurring or arising prior to March 30, 2005.
2.4.2.2 Any liability to indemnify, defend or reimburse prior members of Seller.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Global Water Resources, Inc.), Purchase and Sale Agreement (Global Water Resources, Inc.)
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 LiabilitiesLiabilities as set forth in 2.4(a), including:whether incurred before, after or on the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (LOCAL.COM), Asset Purchase Agreement (LOCAL.COM)
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:Sellers.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe applicable Seller(s). Except as hereinafter provided, “Retained Liabilities” shall mean every Liability of Seller Sellers other than the Assumed Liabilities, includingincluding without limitation:
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (API Technologies Corp.)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” listed in Schedule 2.4(b) shall mean every Liability of Seller other than the Assumed Liabilities, including:.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nexgen Biofuels LTD), Asset Purchase Agreement (Nexgen Biofuels LTD)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of Seller 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:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed retained by Seller and discharged solely shall not be assumed by SellerBuyer. “"Retained Liabilities” " shall mean every Liability of Seller other than arising prior to the Assumed Liabilities, includingEffective Time including but not limited to:
Appears in 1 contract
Samples: Asset Purchase Agreement (Allis Chalmers Energy Inc.)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “"Retained Liabilities” " shall mean every Liability of either Seller other than the Assumed Liabilities, including:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every any Liability that is not expressly included in the definition of Seller other than the Assumed Liabilities and shall include all Refund Liabilities, including:.
Appears in 1 contract
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 that is not an Assumed Liabilities, including:Liability.
Appears in 1 contract
Retained Liabilities. Seller shall retain every Liability of Seller other than the Post-Closing Liabilities (the “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:.
Appears in 1 contract
Samples: Asset Purchase Agreement (Martin Midstream Partners Lp)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of 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:Liabilities which are specifically listed in Schedule 2.4(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Caraustar Industries Inc)
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 or any of its Subsidiaries other than the Assumed Liabilities, including, but not limited to:
Appears in 1 contract
Samples: Asset Purchase Agreement (Cabot Microelectronics Corp)
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 liability of Seller (whether incurred prior to or following the Effective Time) other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability of Seller other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Without limiting anything set forth in Section 1.2(a), the Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers or Shareholder. “"Retained Liabilities” " shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including, without limitation:
Appears in 1 contract
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 as of the Effective Time other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerVendor. “Retained Liabilities” shall mean every Liability of Seller Vendor other than the Assumed Liabilities, including:
Appears in 1 contract
Samples: Asset Purchase Agreement (North American Scientific Inc)
Retained Liabilities. The Retained Liabilities Liabilities, Encumbrances and all other obligations, shall remain the sole responsibility of and shall be retained, fully paid, fully performed and fully discharged solely by SellerSeller (“Seller Obligations”). “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:
Appears in 1 contract
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 means every Liability of Seller other than the Assumed Liabilities. The parties hereto acknowledge as otherwise specified in this Agreement, including:Buyer is not agreeing to assume any Liability of Seller, whether related to the Assets or Business or otherwise, other than the Assumed Liabilities, and that nothing in this Agreement shall be construed as an agreement otherwise.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility responsibilities of Sellers and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean means every Liability of Seller other than the Assumed Liabilities, Liabilities including:
Appears in 1 contract
Samples: Master Inkjet Sale Agreement (Lexmark International Inc /Ky/)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Sellers. “Retained Liabilities” shall mean every Liability or obligation of Seller the Sellers other than the Assumed Liabilities, including:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall not be assumed by the Purchaser, and shall remain the sole responsibility of of, and shall be retained, paid, performed and discharged solely by Sellerby, the Company. “Retained Liabilities” shall mean every Liability of Seller the Company other than the Assumed Liabilities, including:
Appears in 1 contract
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 all Liabilities other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. “Retained Liabilities” shall mean every Liability all Liabilities of the Seller other than the Assumed Liabilities, includingincluding without limitation:
Appears in 1 contract
Samples: Asset Purchase Agreement (Connecticut Water Service Inc / Ct)
Retained Liabilities. The Retained Liabilities shall not be assumed by the Buyer but 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 or any Seller Affiliate (other than the Assumed Liabilities), including:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “"Retained Liabilities” " shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including:
Appears in 1 contract
Samples: Asset Purchase Agreement (Stewart & Stevenson Funding Corp.)
Retained Liabilities. The Notwithstanding any other provision herein, the Retained Liabilities shall remain the sole responsibility of and shall be retained, and timely paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding but not limited to:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retainedretained by the Sellers. For purposes of this Agreement, paid, performed and discharged solely by Seller. “"Retained Liabilities” " shall mean every Liability of Seller the Sellers other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall will remain the sole responsibility of and shall will be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean means every Liability of Seller or Stockholder other than the Assumed Liabilities, includingincluding but not limited to the following:
Appears in 1 contract
Samples: Asset Purchase Agreement (FusionStorm Global, Inc.)
Retained Liabilities. The Retained Liabilities (AS HEREINAFTER DEFINED) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability of Seller other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller, certain of which may be paid by Buyer at Closing pursuant to Section 10.3. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:
Appears in 1 contract
Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller, its successors or assigns. “"Retained Liabilities” " shall mean every Liability of Seller Seller, its successors or assigns, other than the Assumed Liabilities, including, but not limited to:
Appears in 1 contract
Samples: Asset Purchase Agreement (Axt Inc)
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 Seller, other than the Assumed Liabilities, including:
Appears in 1 contract
Samples: Asset Purchase Agreement (Talx Corp)
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, includingand notwithstanding anything to the contrary in Section 2.4(a), shall include, without limitation:
Appears in 1 contract
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 Parties other than the Assumed LiabilitiesLiabilities as set forth in Section 2.6(a), including:whether incurred before, after or on the Closing Date.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. Except as hereinafter provided, “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding without limitation:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged retained solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers, their successors or assigns. “"Retained Liabilities” " shall mean every Liability of Seller Sellers, their successors or assigns, other than the Assumed Liabilities, including, but not limited to:
Appears in 1 contract
Samples: Asset Purchase Agreement (Axt Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding without limitation:
Appears in 1 contract
Samples: Asset Purchase Agreement (Regal Entertainment Group)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability of Seller the Selling Parties other than the Assumed Liabilities, including:
Appears in 1 contract
Samples: Asset Purchase Agreement (Exfo Electro Optical Engineering Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Sellers. “Retained Liabilities” shall mean every Liability of Seller the Sellers other than the Assumed Liabilities, including:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole exclusive responsibility of of, and shall be retained, paid, performed and discharged solely by Sellerexclusively by, Seller in accordance with their respective terms. Notwithstanding anything to the contrary contained in Section 2.3(a) or elsewhere in this Agreement, “Retained Liabilities” shall mean mean, collectively, every Liability of Seller other than the Assumed Liabilities. Without limiting the generality of the foregoing, includingthe Retained Liabilities shall include:
Appears in 1 contract
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:
Appears in 1 contract
Samples: Asset Purchase Agreement (Remec Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole exclusive responsibility of of, and shall be retained, paid, performed and discharged solely by exclusively by, Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely retained by Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability of Seller and every Liability of any Subsidiary of Seller, other than the Assumed Liabilities, including:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “"Retained Liabilities” " shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including:
Appears in 1 contract
Samples: Asset Purchase Agreement
Retained Liabilities. The Retained Every Liability of the Seller other than the Assumed 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:.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of the Seller, and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability liability of Seller other than the Assumed LiabilitiesObligations, including, but not limited to:
Appears in 1 contract
Samples: Asset Purchase Agreement (A-Mark Precious Metals, Inc.)
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 all Liabilities other than the Assumed Liabilities, including:Liability.
Appears in 1 contract
Retained Liabilities. “Retained Liabilities” shall mean every Liability of Sellers other than the Assumed 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:Sellers.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSeller in accordance with their terms. “"Retained Liabilities” " shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding without limitation:
Appears in 1 contract
Samples: Asset Purchase Agreement (Fuel Systems Solutions, Inc.)
Retained Liabilities. The Retained Liabilities shall remain the sole exclusive responsibility of of, and shall be retained, paid, performed and discharged solely by Sellerexclusively by, Seller in accordance with their respective terms. Notwithstanding anything to the contrary contained in Section 2.3 or elsewhere in this Agreement, “Retained Liabilities” shall mean mean, collectively, every Liability of Seller other than the Assumed Liabilities. Without limiting the generality of the foregoing, includingthe Retained Liabilities shall include:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller. “Retained Liabilities” "RETAINED LIABILITIES" shall mean every Liability all Liabilities of the Seller other than the Assumed Liabilities, includingincluding without limitation:
Appears in 1 contract
Samples: Merger Agreement (Biw LTD)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Part 2.4(b) contains a list of Retained Liabilities” . "Retained Liabilities" shall mean every Liability of Seller other than the Assumed Liabilities, including:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellereach of the Sellers, respectively, or, with respect to Liabilities of the Foreign Subsidiaries, paid prior to the Effective Time. “Retained Liabilities” shall mean every Liability of any Seller or any Foreign Subsidiary other than the Assumed Liabilities, including:
Appears in 1 contract
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 all Liabilities of Seller other than including but not limited to the following (to the extent not an Assumed Liabilities, including:Liability):
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of of, and shall be retained, paid, performed and discharged solely by Sellerby, Seller or the Affiliates. “"Retained Liabilities” " shall mean every Liability of Seller and the Affiliates other than the Assumed LiabilitiesLiabilities and Liabilities that are not taken into account in computing the Adjustment Amount, including:
Appears in 1 contract
Samples: Asset Purchase Agreement (Advanced Nutraceuticals Inc/Tx)
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 Seller, with the exception of the Assumed Liabilities, including:Liability.
Appears in 1 contract
Samples: Acquisition Agreement (Zaldiva Inc)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “Retained Liabilities” shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of of, and shall be retained, paid, performed and discharged solely by by, the Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Retained Every liability of Seller other than the Assumed Liabilities shall remain the sole responsibility of and shall be retained, paid, performed performed, and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mesa Laboratories Inc /Co)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Seller Parties. “Retained Liabilities” shall mean every Liability of the Seller Parties other than the Assumed Liabilities, including, but not limited to, the following:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by SellerSellers. “"Retained Liabilities” " shall mean every Liability of Seller Sellers other than the Assumed Liabilities, including:.
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed performed, and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, includingincluding the following Liabilities of Seller:
Appears in 1 contract
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, without limitation, and subject to, the following:
Appears in 1 contract
Samples: Asset Purchase Agreement (Insight Health Services Holdings Corp)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the applicable Seller. “"Retained Liabilities” " shall mean every Liability of Seller Sellers other than the Assumed Liabilities, includingincluding without limitation:
Appears in 1 contract
Samples: Asset Purchase Agreement (Regal Entertainment Group)
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 liability of the Seller other than the Assumed Liabilities, includingincluding without limitation:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Company. “"Retained Liabilities” " shall mean every Liability of Seller the Company other than the Assumed Liabilities, including:
Appears in 1 contract
Retained Liabilities. The Retained Liabilities shall remain the sole exclusive responsibility of of, and shall be retained, paid, performed and discharged solely by exclusively by, Seller. “Retained Liabilities” shall mean every Liability liability (of any kind, character or description, whether known or unknown) of Seller other than the Assumed LiabilitiesLiabilities enumerated in Section 2.3 above, includingincluding without limitation:
Appears in 1 contract
Samples: Asset Purchase Agreement (Yp Corp)
Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellerthe Sellers. “Retained Liabilities” shall mean each and every Liability liability of Seller the Sellers other than the Assumed Liabilities, including:, without limitation, all Environmental Liabilities arising out of (A) the operation of the Business prior to the Closing Date and (B) the Sellers’ leasing, ownership and operation of the Real Property used in the Business prior to the Closing Date.
Appears in 1 contract
