Liabilities Retained Sample Clauses
Liabilities Retained. PURCHASER agrees that it is obligated under this Agreement to pay the following (and only the following) liabilities to SELLER with respect to the Existing Agreement (collectively, the “Retained Liabilities”): (i) NPS licensing fees accrued and owed by NATIONAL GENERAL under the Existing Agreement before July 1, 2017; and (ii) any other fees accrued and owed by NATIONAL GENERAL under the Existing Agreement as of the Effective Date. The termination and release in Section 5(c) below shall not limit or modify the above Retained Liabilities, which are an obligation of NATIONAL GENERAL under this Agreement.
Liabilities Retained. Seller agrees to retain all liabilities and obligations of Seller, pertaining to the Seller's Business and the Purchased Assets, except as specifically assumed by Buyer and as fully shown in Exhibit 2.1. (if any). Except as so shown, Seller shall remain fully obligated, and shall discharge all liabilities and obligations thereof (hereinafter collectively referred to as the "Liabilities)", including but not limited to the following: (a) All long-term liabilities of Seller, including the current portion thereof; (b) All liabilities for federal, state, provincial, local and foreign taxes relating to Seller's Business, whether arising prior to the Closing Date or thereafter, and related to the Seller's prior use, ownership or possession, or Seller's transfer, conveyance and assignment, of the Purchased Assets contemplated by this Agreement, including without limitation, property, franchise, gross receipts, sales, and income taxes of every kind and description;
Liabilities Retained. The parties hereby agree that Buyer does not and shall not hereby assume or accept any liabilities, obligations or responsibilities, if any, of either Seller or any Affiliate (as hereinafter defined), Predecessor (as hereinafter defined), successor in interest (as hereinafter defined), related person (as hereinafter defined), lessee, sublessee or contractor of either Seller relating to the Purchased Assets or either Seller’s business, or any other liabilities, obligations or responsibilities (including liabilities which are contingent and liabilities imposed by future legislation) which are related to the ownership, use or operation of the Purchased Assets or the operation of either Seller’s business prior to the Closing Date, except that Buyer agrees to assume all reclamation obligations, if any, of Sellers related to environmental contamination caused by CR Mining on the Real Property where CR Mining previously operated (the “CR Property”) as described in the two letters listed on Schedule 6(h) hereto (the “CR Mining Reclamation Obligations”), provided that Sellers shall diligently continue and complete in compliance with all applicable Laws and Regulations (as defined in Section 6(f) hereof)) Sellers’ currently on-going clean-up of the CR Mining Property and the CR Mining Reclamation Obligations. As between Sellers (and their Affiliates) and Buyer (and its Affiliates), Sellers and their Affiliates shall retain and shall be solely responsible for such liabilities. For purposes of this Agreement, “Affiliate” shall mean, with respect to any person or entity, any member, director or officer of such person or entity or any other person or entity that controls, is controlled by or is or was under common control with such person or entity; “Predecessor” shall mean any predecessor-in-interest to either Seller, including any person or entity which owned or controlled any Purchased Assets prior to either Seller taking title thereto; and “related person” and “successor in interest” shall have the meanings ascribed to such terms in or in connection with the Coal Industry Retiree Health Benefits Act of 1992 (the “Coal Act”).
Liabilities Retained. Buyer does not hereby and shall not assume or accept any liabilities, obligations, or responsibilities of any Seller or any Affiliate (as hereinafter defined), Predecessor (as hereinafter defined), successor in interest (as hereinafter defined), related person (as hereinafter defined), lessee, sublessee or contractor relating to the Assets or any Seller's business. For purposes of this Agreement, "Affiliate" shall mean any shareholder, director or officer of any Seller or any other person or entity that controls, is controlled by or is or was under common control with such Seller. "Predecessor" shall mean any predecessor-in-interest to any Seller, including any person or entity which owned or controlled the Assets prior to such Seller taking title thereto, and "related person" and "successor in interest" shall have the meanings ascribed to such terms in or in connection with the Coal Industry Retiree Health Benefits Act of 1992 (the "Coal Act").
Liabilities Retained. 4 Section 1.5 Leases....................................................................................6 Section 1.6 PNRC Notes................................................................................6 ARTICLE II
Liabilities Retained. Seller Group and its Affiliates have not and shall not contribute or otherwise transfer, whether voluntarily, by operation of law or otherwise, any Retained Liabilities to the Acquisition LLCs or Buyer. Seller Group and its Affiliates (other than the Acquisition LLCs) (the "Retained Liability Group") shall be responsible for all Retained Liabilities of Seller Group, any Affiliate of Seller Group and any Predecessor, successor in interest, Related Person, lessee, sublessee or contractor. For purposes of this Agreement, the following terms shall have the following meanings: