Retained Liabilities and Indemnity. The Purchaser will not assume and will not be liable for, and the Vendor will indemnify the Purchaser from and against, all obligations, commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the Assumed Liabilities. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations or liabilities:
Retained Liabilities and Indemnity. The Purchaser shall not assume and will not be liable for, and the Vendor and KI will retain and will jointly and severally indemnify the Purchaser from and against, all obligations, commitments and Liabilities of and claims against the Purchaser (whether absolute, accrued or contingent) relating to the Business prior to the Closing Time, except for the Assumed Liabilities which shall be the sole responsibility of the Purchaser.
Retained Liabilities and Indemnity. The Purchaser will not assume and will not be liable for, and, without limiting the generality of Article 5, the Vendor will indemnify the Purchaser from and against, all obligations, commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the Assumed Liabilities. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any obligations or liabilities (collectively, the “Retained Liabilities”) a arising from or incurred in respect of the Excluded Assets.
Retained Liabilities and Indemnity. The Buyer will not assume and will not be liable for, and the Seller and Connxxx xxxl jointly and severally discharge and satisfy when due and indemnify and save harmless the Buyer, Philxx xxx their respective officers, directors, employees, agents and shareholders from and against, all losses, obligations, damages, commitments, expenses, costs and liabilities whatsoever as a result of claims against the Buyer or Philxx (xxether absolute, accrued or contingent) relating to the operation of the Business and/or ownership of the Assets on or prior to the Closing Date (collectively, the "Retained Liabilities"), except for the Assumed Liabilities described in Section 4.01 above. Without limiting the generality of the foregoing, it is agreed that the Buyer and Philxx xxxl have no liability for any of the following obligations and liabilities:
Retained Liabilities and Indemnity. Rio Novo will not assume and will not be liable for, and Universal will indemnify Rio Novo from and against, all obligations, commitments and liabilities of and claims against Universal (whether absolute, accrued or contingent), except for the Assumed Liabilities.
Retained Liabilities and Indemnity. The Purchaser will not assume and will not be liable for, and the Seller will indemnify the Purchaser from and against, all obligations, comm i tments and liabi lities of and claims against the Purchaser (whether absolute, accrued or contingent) relating to the Business prior to the Closing Date, except for the Assumed Liabilities.
Retained Liabilities and Indemnity. 8.1 The Seller shall retain all civil, criminal and other liabilities and obligations relating to the Company, and the business and operation of the Company prior to the Closing Date, including, without limitation, any environmental, health or safety liabilities, accounts payable, trade liabilities, taxes, customs duties, contract breaches, warranty and employee claims (claims relating to compensation for service years for the employees who will not be terminated excluded), subject to the representations and warranties to be given by the Seller relating to the correctness of Company’s balance sheet which remain unaffected, arising from actions, events or conditions that occurred on or prior to the Closing Date (the Retained Liabilities), for a period of three (3) years starting from the Closing Date (the Liabilities Retention Period), save to the extent the Compensation Reduction deducted from the Total Price as under clause 3.2 above. However, the Liabilities Retention Period for environmental and tax liabilities shall be five (5) years starting from the Closing Date.
Retained Liabilities and Indemnity. 2.2.1 Other than as set out in Section 2.2.2 herein, QTECH will not assume or be liable for any obligations, commitments, liabilities and claims (whether absolute, accrued or contingent) relating to the Intellectual Property and QMI Intellectual Property and any applications derived therefrom. Without limiting the generality of the foregoing, it is agreed that QTECH will have no liability for any of the following obligations or liabilities:
Retained Liabilities and Indemnity. The Purchaser will not assume and will not be liable for, and the Vendors will indemnify and save harmless the Purchaser, its officers, directors, employees, agents and shareholders from and against, all obligations, commitments, expenses, costs and liabilities of and claims against the Purchaser (whether absolute, accrued or contingent) relating to the Business, except for the Assumed Liabilities outlined in Section 2.3 above and any liabilities which are subject to the Purchaser's indemnification obligation pursuant to Section 8.3(d). Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations and liabilities ("Retained Liabilities"):
Retained Liabilities and Indemnity. The Purchaser will not assume and will ---------------------------------- not be liable for, and the Vendor will indemnify and save harmless the Purchaser, its officers, directors, employees, agents and shareholders from and against, all obligations, commitments, expenses, costs and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business, except for the assumed liabilities outlined in paragraph 2.3 above or to the extent accrued for on the Financial Statements and assumed by the Purchaser or covered by insurance continued by the Purchaser pursuant to Paragraph 4.1(v)(aa). Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations and liabilities (with the exception of those outlined in Paragraph 2.3 above):
