Retention of Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by, and remain liabilities and obligations of, Sellers (all such liabilities are, collectively, the "EXCLUDED LIABILITIES"). The Excluded Liabilities include, without limitation, the following liabilities and obligations:
(a) all liabilities and obligations of Sellers relating to Excluded Assets;
(b) all liabilities and obligations for damages to Persons or property (including, without limitation, liabilities and obligations to repair or replace, or to refund the sales price (or any other related expenses)) relating to alleged defects in (i) products sold by, or arising under warranties issued by, any Seller on or prior to such Seller's respective Petition Date or (ii) buildings or structures that have been manufactured by, or that incorporate products sold or manufactured by, any Seller on or prior to such Seller's respective Petition Date;
(c) all liabilities and obligations of Sellers under any applicable labor or employment laws, any collective bargaining Contract or other Contract with any labor union (including but not limited to any pending grievances), or any employment Contract, severance Contract or any key employee retention plan or similar plan;
(d) except as provided in Section 1.3(e) or Section 5.4(h), all liabilities and obligations of Sellers or the Sellers Controlled Group to all present and former employees of Sellers (and their respective spouses and dependents), including, without limitation, all liabilities for continuation coverage under any Employee Benefit Plan pursuant to the requirements of section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA ("COBRA");
(e) all liabilities and obligations of Sellers or the Sellers Controlled Group to all present and former employees of Sellers (and their respective spouses and dependents), including, without limitation, (i) all liabilities under any Sellers Benefit Plan; (ii) all liabilities in connection with and with respect to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN ACT"); and (iii) all liabilities and obligations of Sellers relating to employees, former employees, persons on laid-off or inactive status, or their respective dependents, heirs or assigns, who have received, who are receiving as of the Clos...
Retention of Liabilities. Notwithstanding any provision of this Agreement to the contrary, effective as of the Closing Date, the Crown Group shall retain all Liabilities in connection with the Crown Excess Benefit for Active Constar Employees (and Former Constar Employees, if applicable) and the Constar Group shall have no responsibility with respect to such Liabilities.
Retention of Liabilities. Except as specifically provided in this Section 3.2(c), effective as of the Closing Date, the Active Constar Employees (compensated on a salaried basis) shall cease to accrue benefits under the Crown Pension Plan. Notwithstanding the preceding sentence, for purposes of early retirement eligibility and vesting, all service recognized under the Constar Pension Plan for periods following the Closing Date shall be recognized and taken into account under the Crown Pension Plan. Following the Closing Date, and notwithstanding Section 2.2, the Crown Pension Plan shall retain all liabilities and assets related to benefits earned prior to the Closing Date by Active Constar Employees (compensated on a salaried basis) and the Former Constar Employees (compensated on a salaried basis) who are not listed on Appendix G.
Retention of Liabilities. 6 Section 1.5 Non-Assignment of Contracts.......................................................... 8 Section 1.6 Identification of Additional and Excluded Contracts.................................. 8 Section 1.7 Transition Services Agreement........................................................ 9 Section 1.8 Exclusion of Nonoperating Assets..................................................... 9 ARTICLE 2. CONSIDERATION................................................................................. 9
Retention of Liabilities. 8 1.5 Non-Assignment of Assigned Contracts............................... 8
Retention of Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Sellers (all such liabilities are, collectively, the "EXCLUDED LIABILITIES"). The Excluded Liabilities include, without limitation, the following liabilities and obligations:
(a) all liabilities and obligations of Sellers for (i) any environmental, health or safety matter (including, without limitation, any liability or obligation arising under any Environmental Law) (A) relating to any property or assets other than the Acquired Assets; (B) resulting from the transport, disposal or treatment of any Hazardous Materials by any Seller on or prior to the Closing Date to or at any location other than the Real Property; and (C) relating to any personal injury of any Person resulting from exposure to Hazardous Materials or otherwise, where such exposure or other event or occurrence occurred on or prior to the Closing Date and (ii) any fine or other monetary penalty imposed on or prior to the Closing Date by any Government for acts or omissions of any Seller or any Joint Venture relating to any environmental, health or safety matter;
(b) all liabilities and obligations for damages to Persons or property (including, without limitation, liabilities and obligations to repair or replace, or to refund the sales price (or any other related expenses)) relating to alleged defects in (i) products sold by Sellers on or prior to the Petition Date or arising under warranties issued by Sellers on or prior to the Petition Date or (ii) buildings or structures that have been manufactured by Sellers on or prior to the Petition Date or that incorporate products sold or manufactured by Sellers on or prior to the Petition Date;
(c) except as set forth on Schedule 1.1(d), all liabilities and obligations of Sellers under any collective bargaining Contract or other Contract with any labor union or any employment Contract or severance Contract;
(d) except as provided in Section 1.3(f), Section 1.3(g), Section 1.3(h) and Section 1.3(j), all liabilities and obligations of Sellers to all present and former employees of any Seller (and their respective spouses and dependents), including, without limitation, (i) all liabilities for welfare benefits as listed in Section 3(1) of ERISA, including medical insurance and li...
Retention of Liabilities. Any Liability of a Seller or its Affiliates other than the Assumed Liabilities shall, as between them, on the one hand, and Purchaser and its Affiliates, on the other hand, continue to be an obligation solely of, and shall solely be legally and financially borne by, Sellers and their respective Affiliates. In furtherance (and not in limitation) of the foregoing, Purchaser is not, and shall not be treated or viewed as, a successor employer or legal successor of any of the Sellers as a matter of Law and each of the Sellers shall jointly and severally indemnify and hold Purchaser harmless from and against any Losses arising as a result of any such treatment in accordance with the provisions of Article XI.
Retention of Liabilities. Following the Relevant Time, Temple-Inland (acting directly or through its Affiliates) shall retain, and neither Guaranty nor Forestar (nor any of their respective Affiliates) shall have any obligation whatsoever with regard to, all obligations and Liabilities under, or with respect to, the Temple-Inland Retirement Plan. No assets shall be transferred from the Temple-Inland Retirement Plan to either Forestar or Guaranty or any benefit plan maintained by either of them. For purposes of clarification, the Liabilities retained by Temple-Inland as provided for in this Section 3.1 are intended to be Retained Business Liabilities as such term is defined in the Separation Agreement.
Retention of Liabilities. Except as specifically provided in this Section 3.2(c), effective as of the Closing Date, the Active Constar Employees shall cease to accrue benefits under the Crown Pension Plans. Notwithstanding the preceding sentence, pension eligible compensation (subject to a maximum increase of 3.5% per calendar year) earned by Active Constar Employees from the Constar Group on or after the Closing Date shall be recognized under the applicable Crown Pension Plan for benefit accrual purposes; provided, however, that this sentence shall be applicable only for such period that Crown owns a 25 percent or greater interest in Constar. Following the Closing Date, and notwithstanding Section 2.2, the Crown Pension Plans shall retain all liabilities and assets related to Active Constar Employees and Former Constar Employees earned prior to the Closing Date.
Retention of Liabilities. To the extent that SUREBEAM does not assume a Liability, Titan will retain, discharge and pay such Liabilities.
