Retained Liabilities definition

Retained Liabilities has the meaning set forth in Section 2.4.

Retained Liabilities shall have the meaning set forth in Section 2.4.

Retained Liabilities has the meaning set forth in Section 2.3(b).

Examples of Retained Liabilities in a sentence

• Seller hereby irrevocably and unconditionally waives and releases Buyer and its Affiliates from all Retained Liabilities, including any such liabilities created by statute or common law.

• Municipality shall retain, remain and be solely responsible for the timely and complete payment, performance and discharge of all of the Retained Liabilities.

• It is understood that, subject to adjustment pursuant to Section 2.07, the aggregate purchase price for the Transferred Assets is equal to $127,372,470.89 (the “Purchase Price”), calculated as (a) the Base Purchase Price, plus (b) the value of the Retained Assets, minus (c) the value of the Retained Liabilities.

• Anything in this Agreement to the contrary notwithstanding, after the Expiration Date, all of the Retained Liabilities and all of Seller’s other liabilities and obligations with respect to the Assets (and all Claims with respect thereto) shall be deemed and constitute Assumed Obligations except to the extent of any Claims of which Buyer notifies Seller on or before the Expiration Date in accordance with this Agreement.

• To the extent Buyer (or any of its Affiliates) is required to and actually pays or satisfies any RetainedLiabilities, then Seller hereby agrees to reimburse Buyer promptly upon request from Buyer accompanied with reasonable evidence of such Retained Liabilities and payment or satisfaction.

More Definitions of Retained Liabilities

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 means every Liability of Seller other than the Assumed Liabilities, including:

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 has the meaning ascribed to it in Section 1.02(b).

Retained Liabilities as defined in Section 2.4(b).

Retained Liabilities shall have the meaning set forth in Section 1.3(b).

Retained Liabilities shall have the meaning set forth in Section 1.4.