Retained Seller Obligations Sample Clauses

Retained Seller Obligations. The Seller shall RELEASE, INDEMNIFY AND HOLD HARMLESS the Buyer Indemnitees from and against the entirety of any: (A) Adverse Consequences that are suffered by the Buyer Indemnitees to the extent resulting from any claims by any third party relating to any asset or property owned by the Seller or its Affiliates prior to Closing that has never been owned or operated by, or the subject of any contract or other agreement with or for the benefit of, any Acquired Company; (B) Adverse Consequences relating to any Obligations directly related to the Retained Assets described in Section 2(f), but, with respect to the insurance matters retained in Section 2(f)(v), the Seller shall not have an obligation under this Section 8(b)(ix)(B) to release, indemnify or hold harmless the Buyer Indemnitees with respect to Adverse Consequences relating to any litigation, environmental or other claims under such policies, which claims (including the related deductible, self insured retention and reimbursable amounts) shall be the responsibility of the Buyer; (C) Adverse Consequences resulting from violations of Environmental Laws to the extent relating to any real property interest owned as of the Effective Time by any Acquired Company (other than the Javelina Partnerships) to the extent such real property interest is not generally associated with the Facilities described on Exhibit A; and (D) the Javelina Percentage Interest of any Adverse Consequences resulting from violations of Environmental Laws to the extent relating to any real property interest owned as of the Effective Time by any Javelina Partnership to the extent such real property interest is not generally associated with the Facilities described on Exhibit A;
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Retained Seller Obligations. The Seller shall RELEASE, INDEMNIFY AND HOLD HARMLESS the Buyer Indemnitees from and against the entirety of any: (A) Adverse Consequences that are suffered by the Buyer Indemnitees to the extent resulting from any claims by any third party relating to any asset or property owned by the Seller or its Affiliates prior to Closing that has never been owned or operated by, or the subject of any contract or other agreement with or for the benefit of, any Acquired Company; and (B) the Javelina Percentage Interest of any Adverse Consequences resulting from violations of Environmental Laws to the extent relating to any real property interest owned as of the Effective Time by any Acquired Company to the extent such real property interest is not generally associated with the Facilities described on Exhibit A.
Sample 1Sample 2
Retained Seller Obligations. The Seller shall RELEASE, INDEMNIFY AND HOLD HARMLESS the Buyer Indemnitees from and against the entirety of any: (A) Adverse Consequences that are suffered by the Buyer Indemnitees to the extent resulting from any claims by any third party relating to any asset or property owned by the Seller or its Affiliates prior to Closing that has never been owned or operated by, or the subject of any contract or other agreement with or for the benefit of, any Acquired Company; (B) costs as described in Section 5(n); provided, however, that the Seller's indemnification obligations under this Section 8(b)(ix)(B) or under Section 8(b)(i) with respect to any inaccuracy of any representation or warranty related thereto shall not exceed one million five hundred thousand dollars ($1,500,000) (after which, the Buyer shall be responsible for all such costs); (C) fines or penalties assessed with respect to notices of violation received during the 12 month period after the Closing by any Governmental Authority to the extent such fines or penalties are related to the failure to meet recordkeeping or reporting requirements associated with LDEQ or federal NSPS leak detection and repair, or LDAR, including semiannual reports and the related backup documentation; (D) Adverse Consequences relating to any Obligations directly related to the Retained Assets described in Section 2(f), but, with respect to the insurance matters retained in Section 2(f)(v), the Seller shall not have an obligation under this Section 8(b)(ix)(D) to release, indemnify or hold harmless the Buyer Indemnitees with respect to Adverse Consequences relating to any litigation, environmental or other claims under such policies, which claims (including the related deductible, self insured retention and reimbursable amounts) shall be the responsibility of the Buyer; (E) fines or penalties assessed with respect to notices of violation received during the 12 month period after the Closing by any Governmental Authority to the extent relating to any violation identified on the reports filed pursuant to Section 5(d)(iv); (F) Adverse Consequences resulting from violations of Environmental Laws to the extent relating to any real property interest owned as of the Effective Time by any Acquired Company to the extent such real property interest is not generally associated with the Facilities described on Exhibit A; and (G) reimbursement of costs, if any, required to bring the Xxxxxx flare into compliance with applicable Enviro...
Sample 1

Related to Retained Seller Obligations

  • Seller Obligations In connection with any offering under any Registration Statement under this Agreement:

  • Purchaser Obligations The Parties hereby agree and acknowledge that (a) all obligations of the Purchasers hereunder, including with respect to each Purchaser’s compliance with all applicable covenants and the making by each Purchaser of the representations and warranties set forth in Section 4, are several and not joint and (b) no Purchaser shall have any obligation or liability of any kind to the Company or to any other Person in respect of any breach or noncompliance with respect to this Agreement by any other Purchaser.

  • Retained Obligations Buyer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby, to have assumed or to have agreed to discharge or perform, any liabilities, obligations or commitments of Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Buyer, other than the Assumed Obligations (the "Retained Obligations").

  • Assumed Obligations At the Closing, Purchaser shall assume, and agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the ordinary course of Seller's business (excluding, for purposes of clarification and not limitation, any and all professional fees, costs and other expenses incurred by the Seller in connection with the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby after October 31, 2003, all of which shall be governed by Section 14.4 hereof), (ii) Seller's liabilities and other obligations arising subsequent to the Closing under all contracts entered into by Seller in the ordinary course of its business (including open purchase orders) after the date hereof, and (iii) the obligations listed on Schedule 2.1(c) hereto (collectively the "Assumed Obligations"). Except as expressly set forth in this paragraph (c), Purchaser shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including but not limited to any liabilities, obligations, debts or commitments of Seller incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (except to the extent contemplated by Section 14.5 hereof). Without limiting the generality of the foregoing, Seller expressly acknowledges and agrees that Seller shall retain, and that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, (a) any liability of Seller for Taxes, whether measured by income or otherwise, (b) any product liability pertaining to products sold by Seller prior to the Closing Date, (c) any liability or obligation of Seller relating to any default taking place before the Closing Date under any of the Assumed Obligations to the extent such default created or increased the liability or obligation, (d) any obligation of Seller to its shareholders, any Affiliate of Seller or its shareholders, or any Person claiming to have a right to acquire any capital stock or other securities of Seller, or (e) the Distribution Agreement by and between KMS and Seller effective as of September 26, 2002, together with any and all liabilities or obligations (including professional fees) arising out of or relating thereto or to any prior or subsequent agreements between the parties. All obligations which are not Assumed Obligations, including but not limited to the foregoing, are hereinafter referred to as the "Excluded Obligations."

  • 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:

  • Obligations of Seller at Closing At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

  • Seller’s Obligations at the Closing At the Closing, Seller shall deliver to Purchaser the following:

  • Seller’s Obligations at Closing At Closing, Seller shall:

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

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