Seller Liabilities Clause Samples

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. 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. Notwithstanding Purchaser's acquisition of the Shares pursuant to this Agreement, Sellers specifically agree to provide indemnity for all liability and remain responsible for those liabilities and obligations of the Company not specifically accepted by Purchaser. Schedule 4 hereto lists each liability and obligation of the Company specifically accepted by Purchaser (collectively, the "Accepted Liabilities"). Any liability or obligation of the Company not listed on Schedule 4 shall be deemed an "Excluded Liability" and any costs incurred by Purchaser in connection with the discharge of an Excluded Liability shall be subject to Purchaser's right to indemnification from Sellers pursuant to Section 13.1 hereof and Purchaser's right of offset pursuant to Section 13.3 hereof.

Seller Liabilities. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SELLER SHALL BE RESPONSIBLE FOR ANY AND ALL ROYALTIES RELATING TO PERIODS OF TIME PRIOR TO THE EFFECTIVE TIME. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SELLER SHALL BE RESPONSIBLE FOR ANY AND ALL PROPERTY, OCCUPATION, SEVERANCE, AD VALOREM, PERSONAL PROPERTY TAXES, AND SIMILAR CHARGES ON ANY OF THE ASSETS, INSFOAR AS SAME RELATE TO PERIODS OF TIME PRIOR TO THE EFFECTIVE TIME.

Seller Liabilities. All Seller Liabilities.

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. 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.

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