Retained Liabilities definition

Retained Liabilities has the meaning set forth in Section 2.4.

Retained Liabilities means every Liability of Seller other than the Assumed Liabilities, including:

Retained Liabilities has the meaning ascribed to it in Section 1.2(b).

Examples of Retained Liabilities in a sentence

• Buyer shall use commercially reasonable efforts not to, and shall cause its Affiliates (including the Acquired Company) to use commercially reasonable efforts not to, take any action that could reasonably be expected to have a material adverse effect on the ability (financial or otherwise) of the Acquired Company to pay, satisfy and discharge its obligations (including the Retained Liabilities) as and when they become due.

• All such Retained Liabilities shall be retained by Assignor and shall be paid, performed, satisfied and/or discharged as and when such Retained Liabilities become due by Assignor.

• Other than the Assumed Liabilities, Purchaser expressly does not, and shall not, assume or agree to assume, pay, satisfy, discharge, perform or be responsible for in any manner and shall not, by virtue of the execution and delivery of this Bill of Sale, be deemed to have assumed or to have agreed to pay, satisfy, discharge or perform or be responsible for in any manner, any Retained Liabilities of any nature whatsoever.

• Schedule 6.1.(g) is, as of the Effective Date, a complete and correct listing of all Indebtedness (including all Guarantees) for borrowed money or, in respect of Derivatives Contracts, of each of the Loan Parties and the other Subsidiaries, in each case with an outstanding principal amount (or notional amount, in the case of any Derivatives Contracts) of $5,000,000 or more (other than the Obligations, intercompany Indebtedness among the Company and its Subsidiaries and Hilton/HGV Retained Liabilities).

• Notwithstanding anything to the contrary in this Agreement, the Assumed Liabilities shall not include any of the Retained Liabilities, and the Buyer does not hereby and shall not assume or in any way undertake to perform, pay, satisfy or discharge any Retained Liabilities.

More Definitions of Retained Liabilities

Retained Liabilities shall have the meaning set forth in Section 1.3(b).

Retained Liabilities shall have the meaning assigned thereto in Section 2.1(f).

Retained Liabilities means any and all liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include, without limitation, all liabilities and obligations of the Seller:

Retained Liabilities means all Liabilities of Seller or any of its Subsidiaries (including, if applicable, the Transferred Entities) other than the Assumed Liabilities, including the following Liabilities:

Retained Liabilities means any other obligations or Liabilities of the Seller, including but not limited to: (i) any Liability relating to the ownership or operation of the Stations prior to the Closing; (ii) any Liability of the Seller for income, transfer, sales, use, and other Taxes arising in connection with the consummation contemplated hereby; (iii) any Liability of the Seller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated hereby (except as set forth in Section 4(i) relating to Surveys, title commitments and environmental audits and Section 4(b) with regard to the Assignment Application; or (iv) any Liability or obligation of the Seller under this Agreement (or under any side agreement between the Seller on the one hand and the Buyers on the other hand entered into on or after the date of this Agreement).

Retained Liabilities means, except in each case as otherwise expressly provided in this Agreement, any and all Liabilities, whether arising before, on or after the Closing Date, of Seller or its Subsidiaries, the Transferred FH Companies or any of their respective predecessor companies or businesses or Closing Subsidiaries or any of their Affiliates or divisions, to the extent the same results from or arises out of the present, past or future operations or conduct of the Excluded Businesses or the use or ownership by Seller or its Subsidiaries of the Excluded Assets. “Retained Liabilities” shall also include the following: (i) all Liabilities assumed by, retained by or agreed to be performed by Seller or any of the Retained Subsidiaries, including pursuant to the Transition Services Agreement; (ii) all Liabilities for Taxes for which Seller is liable pursuant to applicable Law, except as provided otherwise in Article VII; (iii) all Liabilities in respect of Seller Benefit Plans unless such Liabilities are otherwise transferred to Buyer or one of its Affiliates pursuant to Article VI; (iv) the Retained Asbestos Liabilities; (v) the Retained Environmental Liabilities and other Liabilities relating to any Legacy Site; (vi) all Liabilities for any amounts drawn after the Closing by any Person (other than Buyer or its Affiliates) on any Seller LC or Seller Guarantee, to extent such draw relates to or arises out of facts, circumstances, events, acts or omissions that existed, occurred or failed to occur (in whole or in part) prior to the Closing; (vii) all Liabilities of Seller or any of its Affiliates for Indebtedness; (viii) Liabilities relating to the Pre-Closing Restructuring Transactions; (ix) all Liabilities with respect to equity or equity-based compensation issued by Seller or its Affiliates or payments made in lieu of, or in satisfaction of, any such equity or equity-based compensation; (x) all Liabilities related to Seller Transferred Employees; (xi) any Liabilities triggered in whole or in part by the termination of employment of any Employee or Former Employee by Seller prior to or upon Closing or any person covered by Section 6.1(c) who is not a Transferred Employee (including the employer portion of any related payroll Taxes and interest and penalties thereon); (xii) except as included in Assumed Liabilities, any compensation owed to any Employee or Former Employee engaged in the FH Business pursuant to any severance, change of control, retention, bonus or similar arra...

Retained Liabilities as defined in Section 2.2(b).