Seller’s Retention of Liabilities. Seller shall retain all liabilities and obligations (including, without limitation, the liability and obligation for all wages, salary, vacation pay and unemployment, medical, dental, vision, health, disability and retirement benefits), for any claims incurred by any employee of the Branch prior to the Effective Time. Buyer shall not at any time assume any liability for the benefits of any employee of the Branch under any of Seller’s benefit plans. Seller shall be responsible for providing any employee of the Branch whose “qualifying event,” within the meaning of section 4980B(f)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), occurs on or prior to the Effective Time (and such Employee’s “qualified beneficiaries” within the meaning of section 4980B(g)(1) of the Code) with the continuation of group health coverage required by section 4980B(f) of the Code under the terms of the health plan maintained by Seller.
Seller’s Retention of Liabilities. Seller shall retain all liabilities and obligations (including, without limitation, the liability and obligation for all wages, salary, vacation pay and unemployment, medical, dental, vision, health, disability and retirement benefits), for any claims incurred by any Branch employee prior to the Effective Time. Buyer shall not at any time assume any liability for the benefits of any Branch employee under any of Seller’s benefit plans except under the SERP if Xxxxxxx Xxxx becomes an Assumed Employee. Seller shall be responsible for providing any Branch employee whose “qualifying event,” within the meaning of section 4980B(f)(3) of the Code, occurs on or prior to the Effective Time (and such Branch Employee’s “qualified beneficiaries” within the meaning of section 4980B(g)(1) of the Code) with the continuation of group health coverage required by section 4980B(f) of the Code under the terms of the health plan maintained by Seller.
Seller’s Retention of Liabilities. Seller shall retain all liabilities and obligations (including, without limitation, the liability and obligation for all wages, salary, vacation pay and unemployment, medical, dental, vision, health, disability and retirement benefits), for any claims incurred by any Branch employee prior to the Effective Time. Buyer shall not at any time assume any liability for the benefits of any Branch employee under any of Seller’s benefit plans. Seller shall be responsible for providing any Branch employee whose “qualifying event,” within the meaning of section 4980B(f)(3) of the Code, occurs on or prior to the Effective Time (and such Branch Employee’s “qualified beneficiaries” within the meaning of section 4980B(g)(1) of the Code) with the continuation of group health coverage required by section 4980B(f) of the Code under the terms of the health plan maintained by Seller.
Seller’s Retention of Liabilities. Notwithstanding any other provision of this Agreement, Buyers shall not assume, succeed to, be liable for, be subject to, or be obligated for, nor shall the Acquired Assets be subject to, any Liabilities that any Seller is, or could become, subject to or liable for, other than the Assumed Liabilities, including without limitation: (a) any and all Liabilities arising out of, relating to, or in connection with any Excluded Asset; (b) any and all Liabilities arising out of, relating to, or in connection with any Proceeding (including the Proceedings set forth on Disclosure Schedule 4.4(c)); (c) any and all Liabilities arising out of, relating to, or in connection with any of any Seller’s or any Owner’s obligations under this Agreement and the Related Agreements; (d) any and all Liabilities of any Seller for any claims for bodily injury, death or property damage arising out of, relating to, or in connection with events or circumstances first occurring prior to Closing, including without limitation employee injuries, workers’ compensation claims and third-party general liability claims arising from vehicular accidents or from the operation of the Acquired Assets; (e) any and all Liabilities relating to each Seller’s employment of and provision of compensation and benefits to its employees, former employees, independent contractors and any other Person who provides or provided services to such Seller; and (f) those Liabilities set forth on Disclosure Schedule 2.4 (collectively, the “Retained Liabilities”).
Seller’s Retention of Liabilities. Notwithstanding any other provision of this Agreement, Buyer shall not assume, succeed to, be liable for, be subject to, or be obligated for, nor shall the Acquired Assets be subject to any liabilities, claims, contracts or obligations of any nature whatsoever, whether known, unknown, absolute, accrued, contingent or otherwise that Seller is, or could become, subject to or liable for (the "Retained Liabilities"), other than the obligations under the Assumed Contracts that arise after the Closing Date. The Retained Liabilities are all liabilities, claims and obligations of any nature whatsoever that are not specifically assumed by Buyer under this Agreement, including without limitation all liabilities, claims and obligations arising from or based on contract, breach of contract, warranty, tort, strict liability, the design, manufacture or distribution of products (including without limitation products liability), employment, Environmental Claims, Taxes, the Supply Agreement, law, violation of law, the transfer of the Acquired Assets, or the operation of the Business prior to the date hereof. Notwithstanding Buyer's assumption of the Assumed Contracts, the Retained Liabilities shall include any liabilities, claims or obligations based on Seller's breach or nonperformance of, or misrepresentation under, any Assumed Contract prior to the date hereof.
Seller’s Retention of Liabilities. Notwithstanding any other --------------------------------- provision of this Agreement, Buyer shall not assume, succeed to, be liable for, be subject to, or be obligated for, nor shall the Acquired Assets be subject to, any Liabilities which Sellers are, or could become, subject to or liable for (relating to any period ending on or prior to the Closing Date), other than the Assumed Liabilities, the Assumed Contracts, the Listed Permits and other Liabilities specifically assumed by Buyer under this Agreement or the Related Agreements (the "Retained Liabilities"). -------------------- The Retained Liabilities are all Liabilities that are not specifically assumed by Buyer under this Agreement or the Related Agreements (defined below), including but not limited to Liabilities accruing, arising or associated with conditions in existence prior to Closing from or based on contract, breach of contract, warranty, tort, strict liability, the design, manufacture or distribution of products (including but not limited to products liability), employment, worker's compensation, Environmental Claims (defined below), including without limitation, those arising under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and its state ------ analogs and including any claims based on or resulting from the migration or alleged migration of Hazardous Materials to, from or on any location that has been owned, operated, leased or managed by any Seller, Taxes (defined below), law, violation of law, the ownership or transfer of the Acquired Assets, or the ownership or operation of the Business. Without limiting the foregoing, the Retained Liabilities shall also specifically include any Liabilities arising prior to or after Closing in connection with any of the following: (i) the Triple Net Lease Agreement between XxXxxx Development Corp. and XxXxxx Drum & Barrel Co., Inc., dated as of August 3, 1998 (the "McCook Lease"), (ii) the settlement with the United States ------------ Environmental Protection Agency ("EPA") of the Operating Industries, Inc. --- landfill Superfund site pursuant to the Eighth Partial Consent Decree in the matter of United States v. Chevron, et al. (the "OII Settlement") and (iii) any -------------- obligations under the Remedial Design/Remedial Action Consent Decree for the Zellwood groundwater contamination site including Operating Units 1 and 2 (the "Zellwood Consent Decree"), except as contemplated in Section 2.5 (Zellwood). ...
Seller’s Retention of Liabilities. Sellers shall retain responsibility for all liabilities relating to Sellers’ business under, among others, Moto Fusion and Missing Link LLC, arising in connection with or incurred by the operation of those businesses or the acts or omissions of Sellers or any of their employees, agents, or affiliates prior to execution of this Purchase Agreement; The parties expressly agree that Buyer is not assuming any obligations or liabilities of Sellers, including, without limitation, obligations or liabilities in connection with Products sold and delivered to end customers prior to execution of the Asset Purchase Agreement.
Seller’s Retention of Liabilities. Seller shall retain all liabilities and obligations (including, without limitation, the liability and obligation for all wages, salary, vacation pay and unemployment, medical, dental, vision, health, disability and retirement benefits), for any claims incurred by any Branch Employee prior to the Effective Time. Except as required by law, Buyer shall not at any time assume any liability for the benefits of any Branch Employee under any of Seller’s benefit plans.
Seller’s Retention of Liabilities. Seller shall retain all liabilities and obligations (including, without limitation, the liability and obligation for all wages, salary, vacation pay and unemployment, medical, dental, vision, health, disability and retirement benefits), for any claims incurred by any Branch Employee prior to the Effective Time. Buyer shall not at any time assume any liability for the benefits of any Branch Employee under any of Seller’s benefit plans. Seller shall be responsible for providing any Branch Employee whose “qualifying event,” within the meaning of section 4980B(f)(3) of the Code, occurs on or prior to the Effective Time (and such Branch Employee’s “qualified beneficiaries” within the meaning of section 4980B(g)(1) of the Code) with the continuation of group health coverage required by section 4980B(f) of the Code under the terms of the health plan maintained by Seller.
