Retained Seller Liabilities definition

Retained Seller Liabilities means any obligations, costs or liabilities of Seller to the extent not specified as Assumed Obligations in Section 9.1, including but not limited to those obligations, costs or liabilities of Seller (i) to the extent they are attributable to the Excluded Assets, (ii) for Income Taxes attributable to the Assets prior to and through the Closing or arising in connection with the consummation of the transaction contemplated hereby and other Taxes attributable to the Assets prior to the Closing, but excluding Transfer Taxes which are borne by Seller and Purchaser as set forth in Section 8.1(a), (iii) for the unpaid Taxes of any Person under Reg. §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract or otherwise, (iv) with respect to Seller’s ownership, use and operation of the Assets to the extent arising prior to the Closing except for any obligations, costs or liabilities specified as Assumed Obligations pursuant to Section 9.1(a) through (e), and (v) all Property Costs attributable to the Assets prior to the Effective Time.
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Retained Seller Liabilities means those liabilities of the Company assigned to and assumed by Seller prior to the Closing Date and which are set forth on Schedule 2.2 attached hereto and any long term debt; Inter-Company Debt; interest-bearing debt; interest payable; accrued dividends and bank overdrafts; current income taxes; letters of credit; pension or post-retirement employee benefit plans; severance payments pursuant to existing written agreements; pre-Closing litigation; claims arising from pre-Closing occurrences; and liabilities arising under Environmental Laws, including Third-Party Actions related thereto, in accordance with and limited to the representations and warranties contained in Section 3.20 of this Agreement and subject to Section 11.4 of this Agreement.
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Retained Seller Liabilities means: (i) payment of the Purchase Price or any adjustments thereto under Section 1.5 or Section 1.6, (ii) the Transmitter Warranty Claims, (iii) the Xxxxxxxxx Claims, (iv) the Xxxxx Claims, (v) Tax Claims, and (vi) the Disclosed Matters.
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Examples of Retained Seller Liabilities in a sentence

  • This Section 9.4(c) shall not limit indemnification with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c).

  • The Retained Seller Liabilities shall remain the exclusive responsibility of, and shall be retained, paid, performed and discharged exclusively by, Seller in accordance with their respective terms.

  • All such liabilities shall remain the sole liabilities and obligations of Seller (the "Retained Seller Liabilities"), and Seller shall pay, perform or discharge such liabilities and obligations, and remain solely responsible for the payment and performance of the Retained Seller Liabilities when due.

  • Except with respect to the Assumed Seller Liabilities, Buyer does not hereby and shall not assume or in any way undertake to pay, perform, satisfy or discharge any Liabilities of Seller, including the Retained Seller Liabilities.

  • Notwithstanding the foregoing, and in addition, on or before the Closing Date, and prior to the purchase of the Shares by Purchaser, Seller and the Company will execute and enter into an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto (the “Assumption Agreement”), pursuant to which Company shall assign, and Seller shall assume the Retained Seller Liabilities specifically set forth on Schedule 2.2.

  • This calibration should be periodi- cally checked, especially if the sensor has been moved or the tires have been changed.

  • Except with respect to the Assumed Seller Liabilities, Buyer does not hereby and shall not assume or in anyway undertake to pay, perform, satisfy or discharge any Liabilities of Seller, including the Retained Seller Liabilities.

  • The Indemnified Parties shall have the right to designate legal counsel (subject to the approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayed), consultants and experts to defend any such claim relating to Retained Seller Liabilities and any litigation resulting therefrom, and Seller shall fully cooperate with the Indemnified Parties' counsel in connection therewith.

  • The provisions of this Section 6.4, insofar as they relate to Confidential Information with respect to the Designated Plants, the Seller Assets and the Assumed Seller Liabilities (but not to any Excluded Seller Assets or Retained Seller Liabilities) shall terminate as to the Purchaser upon the Closing.

  • This Section 8.5(b) shall not apply to limit the liability of Seller for any of the Retained Seller Liabilities or Tax Claims.


More Definitions of Retained Seller Liabilities

Retained Seller Liabilities means, collectively, every Liability of Seller other than the Assumed Seller Liabilities, including the following:
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Related to Retained Seller Liabilities

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Retained Contracts shall have the meaning set forth in Section 1.2(i).

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

  • Covered Liabilities as defined in Subsection 11.23.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.