Liabilities Retained by Seller. Buyer shall not assume, or in any way be liable or responsible for, any liabilities, obligations or indebtedness of Seller, whether due or to become due, absolute or contingent, known or unknown (the "Retained Obligations") other than the obligations of Seller to Xxxxxxxx & Worcester LLP, Seller's special counsel in an amount not to exceed ** and obligations, if any, arising after Closing under any contracts related to the Patent Rights that are specifically assumed by Buyer in writing at the Closing.
Liabilities Retained by Seller. With respect to the Environmental Liabilities, notwithstanding the terms of Section 2.2(e) above, Seller will remain liable only for (and the Environmental Liabilities will not include), (i) any obligation or liability relating directly to or in connection with any disposal or arrangement for disposal of any Hazardous Material from the Owned Real Property on or before the Closing at any Off-Site Location and (ii) the Environmental Law liabilities, if any, of which Seller has Actual Knowledge including those listed on Schedule 4.7. Except for the assumption by Purchaser of the Assumed Liabilities, Seller will retain all liabilities relating to the Business (including those specifically referenced as retained in the first sentence of this Section 2.3) and, except for the Assumed Liabilities, Purchaser shall not assume nor be liable or responsible for, whether as a successor or otherwise, any obligation or liability of Seller or the Business of any kind or nature whatsoever (such liabilities collectively referred to herein as the “Excluded Liabilities”).
Liabilities Retained by Seller. Subject to Section 3.2 below, and except as otherwise expressly provided in this Agreement, Seller shall remain solely and entirely responsible for its own liabilities and Buyer shall not assume or otherwise be liable for or acquire the Assets subject to, and Buyer's purchase of the Assets shall not constitute or be deemed to constitute the assumption of, any liabilities of Seller whatsoever, whether direct or indirect, fixed or contingent, disputed or undisputed, liquidated or unliquidated, known or unknown, recorded or unrecorded.
Liabilities Retained by Seller. Buyer does not assume or agree to pay, perform, fulfill or discharge any of the Excluded Obligations, and all Excluded Obligations shall be retained by Seller or the other Persons liable for such obligations.
Liabilities Retained by Seller. Except for the Assumed Liabilities, Buyer shall not assume, and shall not be deemed to have assumed through anything contained in this Agreement or otherwise, any Indebtedness, Liabilities or Liens of Seller whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or otherwise to have assumed the following Excluded Liabilities:
Liabilities Retained by Seller. Seller shall retain, and Buyer shall not assume and shall not have any liability or obligation of any kind whatsoever with respect to, any indebtedness, obligations or other liabilities of Seller or any of its affiliates of any kind whatsoever, whether pursuant to contract or otherwise, except for those contractual liabilities and obligations of Seller which shall be expressly assigned by Seller and assumed by Buyer pursuant to the various assignment and assumption agreements identified in Section 2.5 hereof (all such liabilities and obligations retained by Seller are collectively referred to herein as the "Retained Liabilities"). In amplification thereof, Seller and Buyer acknowledge and agree that Buyer shall not assume, and the Retained Liabilities shall include, any liability for leasehold rentals, any taxes (including, but not limited to, any federal, state or local income, property, withholding, employment, sales, use, excise or other taxes) and any interest and penalties thereon and additions thereto, any liability for wages, salaries or overtime, vacation pay, holiday pay or for any other employee benefits or arising under or relating to any employee benefit plan, or any other obligation or liability of Seller or any of its affiliates whatsoever, on, arising out of or attributable to the conduct of the Acquired Business or use of the Assets through the Closing Date; provided, however, that Buyer shall assume the liability for the performance after the Closing Date of all Seller's obligations under the contracts which are expressly assigned to it by Seller and assumed by Buyer as provided in Section 2.5 hereof.
Liabilities Retained by Seller. 3 1.6 Cross License to Seller............................ 4
Liabilities Retained by Seller. Each of the following liabilities and obligations of Seller and/or the Business (the "Retained Liabilities"), whether known, unknown, absolute or contingent, are not being assumed by Purchaser and shall be paid, satisfied and discharged by Seller on or after the Closing as Seller's sole and absolute responsibility and Purchaser shall have no obligation under this Agreement, by operation of law or otherwise to assume, pay or discharge any of the same;
Liabilities Retained by Seller. Seller will remain liable for the Phase I Remediation as set forth in Section 5.13. Except for the assumption by Purchaser of the Assumed Liabilities, Seller will retain all other Liabilities relating to the Business and, except for the Assumed Liabilities, Purchaser shall not assume nor be liable or responsible for, whether as a successor or otherwise, any obligation or liability of Seller of any kind or nature whatsoever (such Liabilities collectively referred to herein as the “Excluded Liabilities”).
Liabilities Retained by Seller. Seller shall retain and be ------------------------------ solely liable for any and all claims, liabilities and obligations set forth below: (a) the Lawsuit (as hereinafter defined); and
