Retained Liabilities definition

Retained Liabilities has the meaning set forth in Section 2.4.
Retained Liabilities means every Liability of Seller other than the Assumed Liabilities, including:
Retained Liabilities shall have the meaning set forth in Section 1.3(b).

Examples of Retained Liabilities in a sentence

  • Purchaser hereby assumes and agrees to timely satisfy and discharge the Liabilities of Seller and its Affiliates set forth on Schedule B, in each case other than the Retained Liabilities (all of such Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”).


More Definitions of Retained Liabilities

Retained Liabilities has the meaning ascribed to it in Section 1.02(b).
Retained Liabilities shall have the meaning assigned thereto in Section 2.1(f).
Retained Liabilities means any and all liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include, without limitation, all liabilities and obligations of the Seller:
Retained Liabilities means all Liabilities of Seller or any of its Subsidiaries (including, if applicable, the Transferred Entities) other than the Assumed Liabilities, including the following Liabilities:
Retained Liabilities means any (a) obligations relating to indebtedness for borrowed money by the Company or the Hawaiian Businesses, including any bank overdraft, (b) obligations evidenced by a bond, note, debenture or similar instrument of the Company or Hawaiian Businesses, (c) obligations in respect of reimbursement obligations related to banker’s acceptances or letters of credit by the Company or the Hawaiian Businesses, (d) obligations for the deferred purchase price of property or services (other than current accounts and notes payable to suppliers and similar accrued liabilities incurred in the ordinary course of business that are thirty days old or less and except for customer/consumer pre need contracts and for private estate sales as described in Schedule 1.4(a) hereto), (e) indebtedness or obligations of the types referred to in the preceding clauses (a) through (d) of any other Person secured by any Lien on any assets of any of the Hawaiian Businesses, even though such Hawaiian Business has not assumed or otherwise become liable for the payment thereof, (f) obligations in the nature of guarantees of obligations of the type described in clauses (a) through (e) above of any other Person, (g) liabilities under any synthetic lease, Tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where the transaction is considered indebtedness for borrowed money for federal income Tax purposes but is classified as an operating lease in accordance with generally accepted accounting principles (“GAAP”) for financial reporting purposes, (h) all liabilities, obligations, debts, duties or commitments of the Hawaiian Businesses related to or arising from the conduct and operation of the Business, including but not limited to (A) any accounts payable aged over 30 days or not arising in the ordinary course of business, or (B) any payable to Hawaii Management Company except such payment in Section 1.2(c) and (i) any liabilities associated with those matters set forth in the Escrow Agreement. Anything contained herein to the contrary notwithstanding, the Retained Liabilities shall not include any Accepted Liability.
Retained Liabilities means any other obligations or Liabilities of the Seller, including but not limited to: (i) any Liability relating to the ownership or operation of the Stations prior to the Closing; (ii) any Liability of the Seller for income, transfer, sales, use, and other Taxes arising in connection with the consummation contemplated hereby; (iii) any Liability of the Seller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated hereby (except as set forth in Section 4(i) relating to Surveys, title commitments and environmental audits and Section 4(b) with regard to the Assignment Application; or (iv) any Liability or obligation of the Seller under this Agreement (or under any side agreement between the Seller on the one hand and the Buyers on the other hand entered into on or after the date of this Agreement).
Retained Liabilities as defined in Section 2.2(b).