Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:
Retained Liabilities. Without limiting any other -------------------- provision of this Agreement, the Xxxxxx Group acknowledges the obligations and liabilities set forth on Schedule 5.09, and to the extent applicable, the Xxxxxx Group agrees to honor and properly discharge all such obligations and liabilities following the Distribution Date. Notwithstanding anything to the contrary contained herein, the New Fluor indemnity provisions described in Section 3.01 of this Agreement shall not apply to the extent that the Xxxxxx Indemnified Parties are the cause, either directly or indirectly, of any matter, activity or omission resulting in Losses due to breach of the obligations and liabilities set forth in Schedule 5.09. The foregoing notwithstanding, with respect to any guarantees issued by Parent that are listed on Schedule 5.09 and any other guarantees by Parent of any obligations arising from the Fluor Business that survive the Distribution, the obligations of the Xxxxxx Group under this Section 5.09 with respect to any such guarantee shall be deemed fully satisfied, and the Xxxxxx Indemnified Parties shall not suffer any diminution of indemnity rights otherwise available under this agreement for Losses arising from such guarantee if: (a) the Xxxxxx Group provides New Fluor with prompt written notice of any claims made under such guarantee and tenders the defense of such claims to New Fluor in accordance with the provisions of Section 4.01 and 4.02 hereof and (b) the Xxxxxx Group complies with its obligations under Article VI hereof that arise in respect of any claims made under such guarantee. With respect to the guarantees listed on Schedule 5.09 and any other guarantees by Fluor Corporation that relate to the Fluor Business, the New Fluor Group shall discharge in a timely manner all obligations secured by such guarantees and use commercially reasonable efforts to prevent any claim from being made under such guarantees; provided, however, that nothing in this Section 5.09 shall impose any obligation or liability whatsoever on the New Fluor Group to any member of the Xxxxxx Group for taking any action or refraining from taking any action in the defense, settlement or other handling of any claim against any member of the New Fluor Group covered by any such guarantee that the New Fluor Group determines in good faith to be appropriate in protecting the interests of the New Fluor Group with respect to such claim, except that the New Fluor Group shall use commercially reasonable e...
Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any of the following liabilities of Seller or any of its subsidiaries (the "Retained Liabilities"):
Retained Liabilities. Notwithstanding anything in this Agreement to the contrary and excluding the Assumed Liabilities (unless otherwise specified below), Buyer shall not assume, and shall not be deemed to have assumed, and Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below (collectively, the “Retained Liabilities”):
Retained Liabilities. To the extent that any payments made by PNX in respect of the Retained Liabilities (a “Retained Liability Payment”) gives rise to a Retained Liability Tax Benefit to Spinco in any taxable period, Spinco will promptly remit to PNX the amount of any such Retained Liability Tax Benefit actually realized. For purposes of this Agreement, “Retained Liability Tax Benefit” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, credit, increased basis, or otherwise. For purposes of this Agreement, Spinco will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco is required to pay is reduced or the amount of any refund due is increased. The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) Spinco’s actual Tax liability taking into account any Retained Liability Payment with (ii) what Spinco’s Tax liability would have been without taking into account any Retained Liability Payment. If, pursuant to this Agreement, Spinco makes a remittance to PNX of any Retained Liability Tax Benefit and all or part of such Retained Liability Tax Benefit is subsequently disallowed, PNX will promptly pay to Spinco that portion of such remittance equal to the portion of the Retained Liability Tax Benefit that is disallowed.
Retained Liabilities. Other than the Assumed Liabilities, Buyer shall not assume and shall not be responsible to pay, perform or discharge any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including the following: