Seller’s Liabilities. Seller represents that it does not have any liability or obligation (direct or indirect, contingent or absolute, known or unknown, mature or unmatured of any nature whatsoever, whether arising out of contract, tort, statute or other (“Liabilities”), except: (i) as specifically disclosed in a Schedule hereto to be provided to the Seller on or before the date hereof, which is incorporated herein by reference; (ii) liabilities incurred in the ordinary course of business which will not individually or in the aggregate be materially adverse to, or result in a material increase in the current or long term liabilities or obligations of Seller . To the best knowledge of the Seller, upon due inquiry, there is no basis for assertion against Seller of any liabilities.
Seller’s Liabilities. Buyer does not and shall not assume or be -------------------- deemed to assume, pursuant to this Agreement or otherwise, any agreements, liabilities, undertakings, obligations or commitments of Seller or the Stations of any nature whatsoever except: (i) liabilities accruing after Closing under the Contracts, Sales Agreements and Trade Agreements listed in Schedule 2.1(c)(1) or otherwise expressly assumed by Buyer pursuant to, and subject to, Section 2.1(c), provided, that, Buyer shall not assume liability for any -------- ---- breaches, violations or defaults under the Contracts, Sales Agreements and Trade Agreements that occurred prior to Closing; and (ii) prorated items that are to be paid by Buyer after Closing pursuant to Section 12.1.
Seller’s Liabilities. Buyer will assume and pay only the following obligations of Seller (collectively, the "Assumed Liabilities"): (i)(a) the current liabilities, (b) indebtedness to NBD Bank, and (c) other accrued liabilities of Seller as of the Closing Date in each case to the extent accrued or reserved on the Seller's balance sheet dated September 30, 1997 (the "Balance Sheet"); and (ii) Seller's obligations under the Assumed Contracts, none of which shall be past due as of September 30, 1997, to the extent arising from and after September 30, 1997. Seller will be fully responsible for any and all obligations to any of Seller's employees or former employees who were employed as of or prior to the Closing Date. Except as provided herein, Seller will also be fully responsible for complying with all federal and state laws relating to employment or labor relations, or any other employment related matters arising out of Seller's operation of the Business as of or prior to the Closing Date. Except for the Assumed Liabilities, all other obligations, claims, liabilities and responsibilities of Seller, known or unknown, accrued, absolute, contingent or otherwise, shall remain and continue to be the obligation, liability and responsibility of Seller, including, without limitation, all obligations, liabilities and responsibilities related to taxes, employees and environmental matters, and in no event whatsoever shall Buyer, or any officer, director, shareholder, employee, representative or agent thereof, have any liability for such obligations, claims, liabilities and responsibilities of Seller. Notwithstanding anything herein to the contrary, the fees to be paid by Seller in accordance with Section 12.05 shall not be considered an Assumed Liability.
Seller’s Liabilities. Sellers Liabilities" shall mean the following obligations:
Seller’s Liabilities. Seller shall be solely liable for all Claims of Other Parties, whether known or unknown, accrued, absolute, direct, indirect, contingent or otherwise, accruing prior to the Closing Effective Date, or which arise after the Closing Effective Date but are based on facts, circumstances, events, or actions of Seller Group prior to the Closing Effective Date in connection with the Property, including without limitation, the following:
(a) Claims for taxes, assessments, fees and penalties due or accrued with respect to the Property prior to the Closing Effective Date to Governmental Authorities; and
(b) Claims arising from or in connection with (i) the presence of Hazardous Substances in, on, under, at, or emanating from, the Property on the Closing Effective Date; (ii) any violation of Environmental Requirements by Seller or any other Person in connection with the Property or the use of the Property occurring prior to the Closing Effective Date.
Seller’s Liabilities. Except for a force majeure event, if Seller fails to make timely delivery or exchange of the Wafers, the Seller shall be entitled to a grace period of *** during which the Seller shall promptly cure its default. If the Seller still fails to make delivery or exchange within *** after receiving the default notice by the Buyer, then starting from the *** the Seller shall pay a penalty equals to ***. If the Seller delays delivery or exchange for more than ***, the Buyer shall be entitled to terminate its purchase of the additional Wafers from the Seller for year 2010 to year 2015. If the Buyer so terminates its purchase of the Wafers, the Buyer shall be entitled to request the Seller, within *** of the termination date (i) to pay the above accumulated penalties, (ii) to refund the remaining prepayment made by the Buyer and pay a penalty equals ***, and (iii) to pay a penalty equals to ***. The buyer may also choose not to terminate its purchase. In such case, the penalty stipulated in provision (i) above shall continue to accumulate, and the Buyer shall be entitled to make cover purchase from domestic and international markets. The portion of the cover price (including any related expenses) that exceed the price set forth in Exhibit B-1 (as amended from time to time) and any expenses related to the cover purchase shall be paid by the Seller, provided that the cover price shall not be higher than *** of the then current market price and the related expenses shall not be higher than *** of the total contract price of such cover purchase. *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
Seller’s Liabilities. (a) On the Closing Date, Buyer will assume and discharge only the Assumed Liabilities. Every Liability of Sellers other than the Assumed Liabilities (each a “Retained Liability” and collectively, the “Retained Liabilities”) will remain the sole responsibility of, and will be retained, paid, performed, and discharged solely by, the Sellers.
(b) Specifically, Sellers acknowledge that Buyer is not assuming any liability related to: (i) stop-loss liability of Sellers for calendar year 2018, or (ii) any payments to Hired Employees related to non-member profit sharing, minority equity owner distributions or 401(k) discretionary profit sharing for calendar year 2018.
Seller’s Liabilities. Schedule 3.3 to this Agreement contains a true and complete schedule of all liabilities and obligations of Seller of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due.
Seller’s Liabilities. Except as specifically otherwise undertaken by Purchaser with respect to contracts and leases specifically assigned to and accepted by Purchaser from and after the Effective Date, Purchaser shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Seller, the Business Assets or the Business, including, without limitation, for: (i) any liability of Seller for any Tax with respect to the Business Assets or the Business associated with the operation of the Business prior to the Effective Date and for failure to appropriately report and withhold employee income tax prior to the Closing Date; (ii) any liability of Seller to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) Payables; (iv) the Excluded Assets; (v) any liability of Seller or Shareholder to any former shareholder of the Seller; (vi) any Employee or Contractor liabilities associated with the operation of the Business prior to the Effective Date; (vii) any expenses or liabilities associated with Employees that are not Transferring Employees and Contractors that are not Transferring Employees or transferring Contractors; and (vii) any liability associated with Seller's line of credit with The Private Bank and Trust Company, including that certain promissory note dated [February 27, 1999].
Seller’s Liabilities. Except as set forth specifically in this Agreement and in the last sentence of this Section 1.2(a), Purchaser is not by reason of its purchase of the Assets assuming any liabilities or obligations of Sellers whatsoever and shall not become liable in any manner for any liabilities or obligations of Sellers. Without limiting the generality of the foregoing, and without regard to whether any law, governmental authority, or other third party may impose any liability of Sellers, in whole or in part, on Purchaser, Purchaser does not assume, and Sellers shall continue to be liable for, all liabilities and obligations, fixed or contingent, known or unknown, not otherwise assumed by Purchaser under this Agreement. No payment in respect of any liability or obligation of Sellers not expressly assumed in writing by Purchaser under this Agreement shall be made by Sellers or Purchaser out of the Assets to be acquired hereunder. Notwithstanding the foregoing, all executory contracts with third parties set forth in Schedule 1.2(c) shall be assigned by Sellers and assumed by Purchaser, but only with respect to the executory portions thereof such that Purchaser shall be obligated to render any performance required by such contracts after the Closing Date, but any obligations or liabilities accruing under such contracts prior to the Closing Date shall remain solely the responsibility of Sellers.
