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. [None.] Schedule 4.07 Events Having a Material Adverse Effect [None.] Schedule 4.08 Tax Matters [None.] Schedule 4.09 Real Property and Easements; Liens Seller is endeavoring, with the assistance of its legal counsel, to prepare a schedule of real property related to operation of the sanitary sewer system which property would be conveyed to Buyer in the event of a sale. Seller has individual paper records for many of the properties which it is currently reviewing and recording in a schedule to be attached to an agreement of sale. Easements and Rights of Way: Licenses and Rights-of-Way Address Owner/Grantor Temporary Easement Area No. 000 Xxxxxxxxx Xxxxxx Xxxx X. Xxxx and Xxxxxxxx X. Xxxx T141-20 000 Xxxxxxxxx Xxxxxx Xxxxxxx X. XxXxxxx and Xxxxxxx X.X. XxXxxxx T141-28 000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxx T141-29 000 Xxxxxxxxx Xxxxxx Xxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx T141-74 000 X. Xxxxxxxx Xxxxxx Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx, as trustees T147-17-18 000 X. Xxxxxxxx Xxxxxx Xxxx Xxxxxxx and Xxxxxxx X.X. Xxxxxxx T147-13 000 X. Xxxxxxxx Xxxxxx Xxxxx X. Xxxxxxx and Xxxxxx Xxxxxxx T147-14 000 X. Xxxxxxxx Xxxxxx Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx T147-15 000 X. Xxxxxxxx Xxxxxx Xxxxxx Xxxxx T147-16 000 X. Xxxxxxxx Xxxxxx Xxxx X. Xxxxxxx and Xxxx Clause Contassot TE149-01 000 X. Xxxxxxxx Xxxxxx Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx TE149-02 ? 1 Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx/ Xxxx X. Xxxx and Xxxxx X. Xxxx TE149-03 Southeast corner intersection of Glenside Avenue and Rices Mill Road Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx, as trustees TE149-86 0 Xxxxx Xxxxxx Xxxxxx, X.X.X. T147-9 0000 Xxxxxxxxx Xxxx Lanorde X. Xxxxxxx and Xxxxxxx X. Xxxxxxx Not included 0000 Xxxxxxxxx Xxxx Xxxx Bum Park, Boon Sang Park and Young Xx Xxx Not included Not included Township of Cheltenham T149-87 0 Xxxxx Xxxxxx Xxxxxxx XxXxxxxxx and Xxxx Xxxxx X. XxXxxxxxx T147-8 Not included Standard Pressed Steel Company T304-2 Not included Standard Pressed Steel Company T304-3 Permanent Easements 1 Two copies of TE149-03 with different names and no Exhibit A or address. Address Owner/Grantor Permanent Easement No. 000 X. Xxxxxxxx Xxxxxx Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx, as trustees PE147-17 572 General Xxxxxxxxx Drive PNC Bank, NA Trustee of the Xxxxxx Xxxxxx Special Needs Trust, dated Xxxxxxxx 0, 0000 X.X.X. No. 31-00-11032-00-7 Not included Grant of Perpetual Easement and Right-of-Way Address Ow...
Seller Liabilities. From and after the Closing Date, Seller agrees to discharge when due the Seller Liabilities, except to the extent contested in good faith with the obligee of any such liability.
Seller Liabilities. As defined in Section H.2(a).
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. Without prejudice to any other provision of this Agreement, the Seller shall pay, satisfy and discharge all Retained Liabilities and the Seller shall indemnify the Purchaser and its Affiliates and their respective directors, officers and employees (provided, that, the Purchaser shall be the only party which may request such indemnification from the Seller) against all Costs incurred by the Purchaser or its Affiliates or their respective directors, officers or employees in connection therewith.
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.
Seller Liabilities. 10 ARTICLE 4 TITLE..................................................... 11 4.1
