Seller’s Retained Liabilities. The Station Assets shall be sold and conveyed to Buyer free and clear of all debts, liens, claims, financing leases, security interests and encumbrances or liabilities of any kind or nature except for liens for current taxes not yet due and payable (the "Permitted Encumbrances"). Unless reflected in a document executed by Buyer, Buyer shall not assume or be liable for (a) any programming contract or other contract, agreement or lease not specifically assumed by Buyer hereunder; (b) any obligation of Seller arising out of any contract of insurance, any pension, retirement or profit-sharing plan, or any trust or other benefit plan; (c) any litigation, proceeding, or claim relating to the business or operation of the Station prior to the Closing, regardless of whether such litigation, proceeding, or claim is pending, threatened, or asserted before, on, or after the Closing; or (d) any obligation (including but not limited to wages, salaries, vacation pay, payroll taxes, COBRA coverage or severance payments) to or for persons employed by Seller (recognizing that Buyer has no obligation to employ any of Seller's employees).
Seller’s Retained Liabilities. From and after Closing, Seller shall release the Buyer Group from and shall protect, defend and indemnify and hold such Buyer Group harmless from and against any and all Claims relating to, arising out of, or connected with, directly or indirectly (and no matter when asserted):
Seller’s Retained Liabilities. Except as specifically provided in this Section 10.1, Seller shall remain solely responsible for any and all Liabilities and obligations arising under, in connection with or in respect of the Seller Employee Benefit Plans, and neither Purchaser nor any Designated Affiliate (including, after the Closing Date, the Acquired Companies) shall have any responsibility or obligation in respect of any such plan, including, but not limited to, any severance pursuant to the terms of the MeadWestvaco Corporation Severance Pay Plan for Salaried and Non-Union Hourly Employees. Except with respect to Sections 10.1(c)(ii)(D), 10.1(c)(iii) and 10.1(c)(vii), no assets held in trust for any Seller Employee Benefit Plan will be transferred to Purchaser or one or more of its Designated Affiliates or to any employee benefit plan adopted or maintained by Purchaser or any of its Subsidiaries.
Seller’s Retained Liabilities. If Closing occurs, then from and after the Closing Date, Seller shall release Buyer Group from, and shall fully protect, defend, indemnify and hold harmless Buyer Group from and against, any and all Third Party Claims relating to, arising out of, or connected with, directly or indirectly (and no matter when asserted) (collectively, “Seller Retained Liabilities”): (1) ownership or operation of the Excluded Properties including, with respect to such Excluded Properties, 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, and (E) 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, (2) Seller’s failure to properly or timely pay royalties prior to the Effective Time, (3) the matters described in Schedule 10.1.4, and (4) any breach of Seller’s representations and warranties in Sections 10.1.1 through 10.1.3. Claims under this Section 8.6 may be made even if a Claim could also be asserted under Sections 8.2 or 8.3 and Claims under this Section 8.6 are not subject to any of the limitations set forth in Section 8.7.
Seller’s Retained Liabilities. Without limiting the indemnity provisions set forth in Section 14.3, Seller shall retain and shall pay, perform, fulfill, and discharge all Losses relating to any of the following (collectively, the “Retained Liabilities”):
Seller’s Retained Liabilities. During the Repurchase Term, Seller shall retain all liability and obligations relating to the water monitoring xxxxx and the stored Bear Lodge excavated materials located on the Property (“Seller Personal Property”), including any obligations or liability relating to the contamination, remediation or rehabilitation of the Seller Personal Property, or the Property as the result of the presence of the Seller Personal Property thereon, whether such liabilities or obligations arise under statute, contract or otherwise (collectively, the “Retained Liabilities”). During the Repurchase Term, Seller shall have the right to access the Seller's Personal Property (as defined above). Seller shall defend, indemnify and hold Buyer, its Affiliates and its and their directors, officers, employees, agents, successors and assigns harmless from any and all Losses arising from Seller’s exercise of its right of access to the Seller Personal Property. The Seller's Personal Property may remain on the Property rent free throughout the Repurchase Term. Upon expiration or termination of the Repurchase Term, Seller shall at its sole option either (i) reclaim the monitoring xxxxx located on the Property in compliance with applicable law or (ii) assign to Buyer any bonds held with the State of Wyoming relating to the reclamation of such monitoring xxxxx; provided, however, that Buyer may elect at any time during the Repurchase Term to maintain the xxxxx and assume all liability relating to the reclamation thereof, in which case Seller shall have no such obligation. If Buyer does not timely make such an election, Seller may, after the Repurchase Term, in its sole discretion either remove any stored Bear Lodge excavated material remaining on the Property or bury such material if allowed under applicable federal, state and local laws and regulations. Upon expiration or termination of the Repurchase Term and following the satisfaction of Seller’s obligations set forth in the foregoing sentence, Buyer shall assume all liabilities and obligations with respect to the Seller Personal Property, which shall become Assumed Liabilities for purposes of this Agreement.
Seller’s Retained Liabilities. Sellers shall retain only the following liabilities (the “Retained Liabilities”):
Seller’s Retained Liabilities. PURCHASER'S ASSUMED LIABILITIES
Seller’s Retained Liabilities. Seller shall retain and shall pay and discharge when due only the following Liabilities (collectively, the “Retained Liabilities”):
