Seller Retained Liabilities. See Section 2.5(a).
Seller Retained Liabilities. The Seller (or other Seller Employer, as applicable) shall remain responsible for and will discharge and perform in full when due all of the Retained Liabilities (as defined below) and, notwithstanding anything herein to the contrary, none of Buyer or any of its Affiliates (including the Company following the Closing) will assume, and no such Person
Seller Retained Liabilities. If Closing occurs, then from and after the Closing Date, Seller shall release Purchaser Group from, and shall fully protect, defend, indemnify and hold harmless Purchaser Group from and against (collectively, “Seller Retained Liabilities”):
(a) any and all Third Party Claims relating to, arising out of, or connected with, directly or indirectly (and no matter when asserted): (i) the ownership or operation of the Excluded Assets including, with respect to such Excluded Assets, Third Party Claims relating to: (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass, (E) statutory causes of action, and (F) violation of Law, even if caused in whole or in part by the negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, or other legal fault of any Person indemnified hereunder, and Tax Claims or disputes relating thereto; and (ii) all Taxes attributable to periods prior to the Effective Time for which Seller has agreed to be responsible under this Agreement;
(b) any and all Third Party Claims directly relating to the matters described in Schedule 10.1(d);
(c) any and all Claims relating to, arising out of, or connected with, directly or indirectly (and no matter when asserted): (i) all liabilities of the Transferred Employees that relate to the Seller Plans; (ii) all liabilities of the Excluded Employees; (iii) all liabilities of the Transferred Employees that relate to the period prior to the Closing Date and are made prior to the Closing; and (iv) all matters described in Section 14.12; and
(d) any liabilities associated with the improper calculation of the Suspense Funds.
Seller Retained Liabilities. 16.1.1 Subject to any other express provision in this Agreement, and except to the extent Buyer has received a credit for such liabilities under this Agreement, pursuant to Section 15 or otherwise, Seller shall exclusively retain all liabilities with respect to the following matters, but only to the extent such matters arise out of or relate to the ownership, use, management, or operation of any of the Property prior to the Closing Date: (a) the payment of any amounts due and payable to third parties or accrued to third parties under any leases, contracts, agreements, and licenses and permits, (b) the payment of all taxes, including personal property, sales and use taxes due and payable or accrued for the period prior to the Closing Date, (c) any fine, penalty or charge assessed by a Governmental Authority, and (d) any claim for personal injury or property damage to a person (other than Seller or any Person claiming by or through Seller, and other than in connection with any matter for which Buyer is obligated to indemnify Seller pursuant to this Agreement) (the “Seller Retained Liabilities”); provided, however, that except as set forth in the foregoing clause (d), Seller Retained Liabilities shall not include any liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to or exists after the Closing), including the design, construction, maintenance, engineering or environmental condition of the Property, whether or not such condition arose out of or related to the ownership, use, management or operation of any of the Property prior to the Closing. Subject to Section 16.1.2 below, Seller shall indemnify and hold harmless Buyer from and against any Liabilities incurred by Buyer to the extent resulting from the Seller Retained Liabilities.
16.1.2 All covenants of Sellers set forth in this Agreement which by their terms expressly survive the Closing, and all representations and warranties of Seller set forth in this Agreement, and all indemnification obligations of Sellers set forth in this Agreement (including the indemnity provided in Section 16.1.1 above) (collectively, the “Post-Closing Obligations”) will survive the Closing for a period commencing on the Closing Date and terminating at 5:00 p.m. (New York time) on the later of (a) March 31, 2016, and (b) the date that is nine (9) months after the Closing Date (such period being referred to herein as the “Survival Period”). No ...
Seller Retained Liabilities. The following obligations and liabilities shall remain and be the obligations and liabilities solely of Seller (the “Seller Retained Liabilities”): all obligations and liabilities arising out of or relating to the Assets other than the Assumed Liabilities, and all obligations and liabilities to the extent attributable to the Assets after the effective date of the Reversion, shall remain and be the obligations and liabilities solely of Seller, including, but not limited to, any long-term debt (including the current portion thereof) and any obligation or liability with respect to periods prior to and including the Effective Time for payment of rentals or royalties related to the Assets.
Seller Retained Liabilities. Subject to the terms of this Agreement, as between Seller and Buyer, after the First Closing with respect to the Initial Properties and the Supplemental Closing with respect to the Supplemental Properties, Seller shall retain and agree to pay, perform, and discharge the following duties, obligations, and Liabilities (collectively, the “Retained Liabilities”):
(a) the performance of the terms, conditions, and covenants of, and the discharge of Seller’s share of the duties, obligations, and Liabilities of the lessee (including obligations or Liabilities for the payment of bonus, royalties, lease maintenance payments, and other sums of money) arising under the terms of Leases for the period prior to the applicable Effective Time;
Seller Retained Liabilities. The parties hereby agree that, notwithstanding any other provision in this Agreement or the Related Documents to the contrary, all liabilities (including the Excluded Liabilities) of the Sellers (other than the Reinsured Liabilities and those liabilities expressly assumed by the Purchaser under this Agreement and the Related Documents) shall remain with the Sellers and are the sole responsibility of the Sellers (the "Seller Retained Liabilities").
Seller Retained Liabilities. The Seller shall remain solely liable for any and all liabilities to or in respect of the Transferred Employees (other than employees of a Subsidiary) or their beneficiaries or dependents relating to or arising in connection with any claims, whether such claims are asserted before, on or after the Closing Date, for life, disability, accidental death or dismemberment, supplemental unemployment compensation, medical, dental, hospitalization, or other health or other welfare or fringe benefits or expense reimbursements which claims relate to or are based on an occurrence on or before the Closing Date. Notwithstanding any provision to the contrary in this Agreement, except with respect to liabilities under the Plans specified on Section 6.10 of the Disclosure Schedule, Purchaser shall not have any liability in respect of any individual who, as of the Closing Date, is a former employee of the Business.
Seller Retained Liabilities. All obligations and liabilities arising out of or relating to the Assets other than the Assumed Liabilities, and all obligations and liabilities to the extent attributable to the Reserved Rights, shall remain and be the obligations and liabilities solely of Seller (the “Seller Retained Liabilities”), including, but not limited to, any long-term debt (including the current portion thereof) and any obligation or liability with respect to periods prior to and including the Effective Time for payment of rentals, royalties or Taxes related to the Assets.
Seller Retained Liabilities. The Sellers shall retain all liabilities related to equity based awards granted to employees of the Company Groups under any of the Sellers' equity based compensation plans.
