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. (a) Purchaser hereby agrees to assume at the time of the Closing Seller's obligation to pay, perform, and discharge the following liabilities and obligations of Seller, which are the sole and exclusive liabilities and obligations of Seller being assumed by Purchaser:
(i) Subject to the conditions precedent set forth in Section 9(c), a loan (the "UJB Loan") from United Jersey Bank ("UJB") to Seller, which had an outstanding balance of principal and accrued interest (including outstanding letters of credit) of $922,908.83 as of June 24, 1996; as is set forth in Section 10(d), the payment in full of the UJB Loan by Purchaser is a condition precedent to the obligation of Seller and the Principals to consummate the transactions contemplated by this Agreement;
(ii) The accounts payable of Seller listed or referred to on Schedule 4(r) hereto and additional accounts payable incurred by Seller after May 31, 1996 in the ordinary course of business; provided, that Purchaser is only assuming accounts payable incurred after such date, including accounts payable incurred after the date of such Schedule, to the extent that such accounts are fully offset by Assets (or a right to receive Assets) corresponding to such accounts payable; and
(iii) The contracts and obligations of Seller listed on Schedule 3(a)(iii) hereto. Purchaser shall be required to pay over to Seller the benefit received by Purchaser from any contract or obligation of Seller that is not assumed Purchaser hereunder unless Purchaser performs Seller's obligation thereunder.
(b) Except as set forth in Section 3(a), but subject to the other provisions of this Section 3, Purchaser shall not be obligated to pay any debts or perform any obligations of Seller as they exist on the date of the Closing. Seller shall convey the Assets to Purchaser free and clear of any and all claims, liens, or encumbrances, other than liens securing the UJB Loan.
(c) Seller hereby agrees to indemnify Purchaser and hold it harmless from and against any and all loss, cost, liability, or expense, including reasonable attorneys' fees, incurred by Purchaser arising out of any claim made against Purchaser that Seller failed to timely pay its debts or perform its obligations as they exist on the date of the Closing.
(d) Purchaser hereby agrees to indemnify Seller and the Principals and hold them harmless from and against any and all loss, cost, liability, or expense, including reasonable attorneys' fees, incurred by Seller or the Principal...
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. 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. The approximate of amount of unpaid (a) director fees due to C. Rxxxxx Xxxxx, PhD, Jxxxx X. Xxxxxxx and Dxxxx Xxxxxx as of the date of their respective letters of resignation is $29,972, $13,500 and $12,000 and (b) compensation owing to Kxx Xxxxxx, Pxxx Xxxxxxxx, Rxxxxx Xxxxxx, Txx Xxxxxxxx and Dxxxxx Xxxxxx as of the Effective Date (exclusive of any unpaid 2008 compensation for which withholding taxes have already been paid) will not exceed $50,000.
Seller Liabilities. Buyer shall not assume or pay any of Seller’s liabilities associated with the Business incurred or in existence before the Transition Date. Seller will allow Buyer to use the office and warehouse space Seller currently utilizes to operate the Business until such time as the term of the leases for such space expire or such leases are renegotiated. Buyer will pay Seller a pro-rata share of the rent for such space, including any common area maintenance charges and utilities.
Seller Liabilities. As defined in Section H.2(a).
Seller Liabilities. All of the Seller Liabilities and Encumbrances set forth on Schedule 6.15 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 charges of any description whatsoever.
