Retention of Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by, and remain liabilities and obligations of, Sellers (all such liabilities are, collectively, the "EXCLUDED LIABILITIES"). The Excluded Liabilities include, without limitation, the following liabilities and obligations:
Retention of Liabilities. ..6 Section 1.5. Non-Assignment of Contracts..................................................................7 Section 1.6. Identification of Additional Excluded Contracts; Addition of Acquired Contracts..............8 Section 1.7. Transition Services Agreement................................................................9 ARTICLE 2. CONSIDERATION..........................................................................................9
Retention of Liabilities. Notwithstanding any provision of this Agreement to the contrary, effective as of the Closing Date, the Crown Group shall retain all Liabilities in connection with the Crown Excess Benefit for Active Constar Employees (and Former Constar Employees, if applicable) and the Constar Group shall have no responsibility with respect to such Liabilities.
Retention of Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller of whatever nature, whether presently in existence or arising hereafter, including without limitation any Claims asserted or unasserted, known or unknown for injuries to persons or property which are related to circumstances or events that predate the Closing of the transaction contemplated hereunder. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Seller (all such liabilities are, collectively, the “Excluded Liabilities”). Without limiting the foregoing, except as expressly provided by Section 1.3 above, neither the Buyer or its Affiliates will be deemed to have assumed or be liable for; (i) any capitalized leases not included in the Acquired Contracts, long-term debt, current liabilities, or any other liabilities of the Seller whether or not reflected on the balance sheets of the Seller or its bankruptcy schedules; (ii) any intercompany liabilities or amounts due to Seller’s Affiliates; (iii) any liabilities of the Seller or any of its Affiliates or any employee retirement, deferred compensation, health, welfare or other benefit plan or program to or with respect to any former or current employees; (iv) any liabilities of Seller or its Affiliates accruing or arising on or before the Closing Date, unless expressly set forth in Section 1.3 above; (v) any liability or obligation of the Seller to any broker, finder or similar party; and (vi) all cure amounts including all additional items of rents as described in Section 1.3 above owed by Seller, whether accrued or invoiced, up to the Closing Date.
Retention of Liabilities. Except as specifically provided in this Section 3.2(c), effective as of the Closing Date, the Active Constar Employees (compensated on a salaried basis) shall cease to accrue benefits under the Crown Pension Plan. Notwithstanding the preceding sentence, for purposes of early retirement eligibility and vesting, all service recognized under the Constar Pension Plan for periods following the Closing Date shall be recognized and taken into account under the Crown Pension Plan. Following the Closing Date, and notwithstanding Section 2.2, the Crown Pension Plan shall retain all liabilities and assets related to benefits earned prior to the Closing Date by Active Constar Employees (compensated on a salaried basis) and the Former Constar Employees (compensated on a salaried basis) who are not listed on Appendix G.
Retention of Liabilities. Following the Relevant Time, Temple-Inland (acting directly or through its Affiliates) shall retain, and neither Guaranty nor Forestar (nor any of their respective Affiliates) shall have any obligation whatsoever with regard to, all obligations and Liabilities under, or with respect to, the Temple-Inland Retirement Plan. No assets shall be transferred from the Temple-Inland Retirement Plan to either Forestar or Guaranty or any benefit plan maintained by either of them. For purposes of clarification, the Liabilities retained by Temple-Inland as provided for in this Section 3.1 are intended to be Retained Business Liabilities as such term is defined in the Separation Agreement.
Retention of Liabilities. To the extent that Liabilities under a QUALCOMM Plan that relate to the employment of a Leap Individual by QUALCOMM or a QUALCOMM Entity prior to the Close of the Distribution Date are not assumed by Leap, then QUALCOMM, the QUALCOMM Entity, or the QUALCOMM Plan respectively, shall retain, discharge and pay such Liabilities.
Retention of Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any of the Sellers of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of the Sellers and the Sellers hereby agree to pay, perform and discharge when due, and indemnify, defend and hold harmless Buyer, its Affiliates and all of their respective Related Persons from and against such liabilities and obligations (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). The Excluded Liabilities include, without limitation, the following liabilities and obligations:
Retention of Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Sellers (all such liabilities and obligations not being assumed being herein referred to as the "EXCLUDED LIABILITIES"). The Excluded Liabilities include, without limitation, the following liabilities and obligations:
Retention of Liabilities. To the extent that SUREBEAM does not assume a Liability, Titan will retain, discharge and pay such Liabilities.
