Examples of Non-Assumed Liabilities in a sentence
Notwithstanding anything to the contrary herein contained, Seller shall retain and agrees to pay, perform and discharge all obligations and Liabilities with respect to the Non-Assumed Liabilities and any claims in any way arising out of or related to the Excluded Assets (“Retained Obligations”).
No Seller or any Sellers’ Affiliate will use any of the Restricted Information for any purpose other than to prepare its financial statements or Tax returns, to respond to any audits or other inquiries of any Governmental Entity or otherwise in connection with any Non-Assumed Liabilities.
From and after Closing, Xxxxxx agrees to defend, release, indemnify and hold harmless the Buyer Indemnitees from and against (i) the Non-Assumed Liabilities and (ii) the breach by Seller of any of its representations, warranties, covenants or agreements contained in this Agreement.
From and after Closing, Seller agrees to defend, release, indemnify and hold harmless the Buyer Indemnitees from and against (i) the Non-Assumed Liabilities and (ii) the breach by Seller of any of its representations, warranties, covenants or agreements contained in this Agreement.
On and after the First Closing Date and Second Closing Date, as applicable, the Sellers shall continue to pay its vendors, contractors, sub-contractors and any other third parties for Non-Assumed Liabilities, in the ordinary course of business and consistent with past practices, for obligations which may arise or before the First Closing Date or Second Closing Date, as applicable, but become payable after such applicable Closing Date.