Seller’s Retention of Liabilities Sample Clauses

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.
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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.
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Seller’s Retention of Liabilities. Seller shall retain all liabilities and obligations (including, without limitation, the liability and obligation for all wages, salaries, PTO pay, unemployment, welfare benefits, and retirement benefits) for any claims incurred by any employee at the Branches prior to the Effective Time. Buyer shall not at any time assume any liability for the benefits of any employee at the Branches under any of Seller’s benefit plans. Seller shall be responsible for providing any employee at the Branches whose “qualifying event,” within the meaning of Section 4980B(f)(3) of 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.
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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.
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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). ...
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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”).
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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.
Sample 1
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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.
Sample 1

Related to Seller’s Retention of Liabilities

  • Assumption and Retention of Liabilities Pinnacle and OpCo intend that all employment-related and, with respect to individual independent contractors or Directors, service-related Liabilities and rights associated with OpCo Participants are to be assumed by OpCo or an OpCo Group member, in each case, except as specifically set forth herein. Accordingly, as of the Time of Distribution, OpCo or another member of the OpCo Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities and rights arising under or related to the Pinnacle Plans and the OpCo Plans, (ii) all employment or service-related Liabilities (including Liabilities relating to terminations of employment or service and any deemed termination of employment or service) and rights with respect to (A) all OpCo Participants and (B) any individual who is, or was, an individual independent contractor, Director, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Pinnacle, any of its Subsidiaries, OpCo or an OpCo Group member, (iii) all Liabilities resulting from any failure of Pinnacle or a Pinnacle Group member to take any action required by this Agreement to be taken prior to the Time of Distribution, and (iv) any other Liabilities expressly transferred to OpCo or an OpCo Group member under this Agreement. In accordance with Section 7.2 hereof, OpCo shall indemnify and hold harmless Pinnacle and each Pinnacle Group member against any Liabilities or obligations allocated to, or retained or assumed by, OpCo or any member of the OpCo Group pursuant to this Agreement.

  • Assumption and Retention of Liabilities; Related Assets (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities relating to the participation of IMS Health Transferred Savings Plan Employees in the Corporation Savings Plan. The Corporation Group shall retain all other Liabilities relating to the Corporation Savings Plan.

  • Exclusion of Liabilities 21.6 Except in the case of gross negligence or wilful default, neither the Agent nor the Arranger accepts any responsibility:

  • Novation of Liabilities (a) Each Party, at the request of the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts and Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

  • Limitation of Liabilities Terms and Conditions Page 3 (a) DESTINEER AND ITS AFFILIATES MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE SKYTEL SERVICES, THE SKYTEL NETWORK OR THE ANCILLARY SERVICES, AND HEREBY EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. UNDER NO CIRCUMSTANCES SHALL DESTINEER OR ITS AFFILIATES BE LIABLE TO RESELLER OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, SUBSCRIBERS, FOR ANY LOSS, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES, SIGNALS OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE SKYTEL SERVICES OR USE OF THE SKYTEL NETWORK, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DESTINEER AND ITS AFFILIATES SHALL IN NO EVENT BE LIABLE TO RESELLER OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, SUBSCRIBER, FOR INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS OR ANY OTHER FORM OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE FORM OF ACTION, EVEN IF DESTINEER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE.

  • Satisfaction of Liabilities The liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;

  • Limitation of Liability of Escrow Agent In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or knowing violation of law, and it shall, accordingly, not incur any such liability with respect to: (i) any action taken or omitted in good faith upon advice of its counsel or counsel for the Client given with respect to any questions relating to the duties and responsibilities of the Escrow Agent under this Agreement; or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement.

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Distribution Date:

  • Payment of Liabilities Seller shall pay or otherwise satisfy in the Ordinary Course of Business all of its Liabilities and obligations. Buyer and Seller hereby waive compliance with the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) (“Bulk Sales Laws”) in connection with the Contemplated Transactions.

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