Seller Liabilities. Buyer is not assuming and Seller shall not be deemed to have transferred to Buyer the following Liabilities of Seller (collectively the “Seller Liabilities”), and nothing contained herein shall cause Seller to assume any liabilities or obligations arising out of the operation or ownership of the Purchased Assets after the Closing:
Seller Liabilities. Seller, and not Buyer, shall be liable for any and all Liabilities that arise in connection with the RP101 Assets and/or the conduct of the RP101 Program on or prior to the date hereof (the “Seller Liabilities”). The Seller Liabilities shall be understood to include all Liabilities which accrued on or prior to the date hereof under the Assumed Agreements.
Seller Liabilities. Notwithstanding anything else herein to the contrary, Buyer does not hereby and shall not assume or in any way undertake to pay, perform, satisfy or discharge any Liability of Seller or any Predecessor existing before, on or after the Closing Date or arising out of any transactions entered into, or any state of facts existing, before, on or after the Closing Date, and whether or not related to or arising out of any of the Purchased Assets, except for the Assumed Liabilities (the "SELLER LIABILITIES"), and Seller acknowledges that it remains solely liable for all the Seller Liabilities, including, without limitation, (i) any Environmental Liability with respect to the Business, the Real Property or the Purchased Assets to the extent arising out of any facts or circumstances existing at any time on or before the Closing Date, (ii) any Liability of Seller or any Predecessor arising under ERISA, and (iii) any Liability of Seller or any Predecessor arising under the Benefit Plans. Parent acknowledges that Buyer does not hereby assume or in any way undertake to pay, perform, satisfy or discharge, (i) the Seller Liabilities, including any Seller Liabilities to Parent or any other Affiliate of Seller or Parent, or (ii) any Liability of any Affiliate of Seller.
Seller Liabilities. The Transferred Assets shall be sold to Purchaser free and clear of all liens and encumbrances. All of the liabilities and obligations of the Seller whether now known or hereafter discovered, contingent or matured, liquidated or unliquidated (the “Retained Liabilities”) shall remain the sole liability, obligation and responsibility of Seller. Seller hereby agrees to defend, indemnify and hold Buyer, its employees and agents, harmless with respect to the Retained Liabilities.
Seller Liabilities. 10 ARTICLE 4 TITLE..................................................... 11 4.1
Seller Liabilities. All of the Seller Liabilities and Encumbrances shall have been terminated through payment in cash or other property, or otherwise, and the Seller shall have no liability for the same including principal, interest, fees and other changes of any description whatsoever.
Seller Liabilities. For the purposes of this Agreement, "
Seller Liabilities. (a) All Seller Retained Liabilities will remain the exclusive responsibility of and will be retained, paid, performed and discharged exclusively by Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against any claim therefore or liability arising therefrom pursuant to Section 7 of this Option. “Retained Liabilities” means every Liability of Seller other than any such liability expressly assumed by Buyer in writing or created by Buyer after December 31, 2017. Without limiting the generality of the foregoing, the Seller Retained Liabilities include:
Seller Liabilities. Seller Liabilities" shall mean all liabilities and obligations of Seller and the Companies arising prior to the Closing Date, whether such liabilities and obligations relate to payment, performance or otherwise, are matured or unmatured, are known or unknown, are contingent or non-contingent, are fixed or undetermined, or are present, future or otherwise, other than the Company Liabilities. All of the Seller Liabilities shall remain the sole responsibility of and shall be retained, paid, performed or discharged solely by the Seller. Notwithstanding anything to the contrary contained herein, and without limiting the foregoing, the following liabilities and obligations of the Companies shall be considered Seller Liabilities for the purposes of this Agreement (and the Closing Date Balance Sheet shall not include any Seller Liabilities):
Seller Liabilities. Neither Buyer or any of its affiliates shall adopt, become a sponsoring employer of, nor have any liabilities or obligations with respect to the Seller Plans. Except as set forth on Schedule 3.2.3(c), Seller shall retain all liabilities with respect to the employment and termination of the employment (including all liabilities under the WARN Act) of any employees of the BHC Group that occurs on or prior to the Closing.
