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 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 any and all Liabilities (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 Seller, including all Liabilities arising out of or relating to the operation of the Business prior to the Closing (but excluding any such Liabilities that are Retained Liabilities). Notwithstanding anything to the contrary in this Agreement, “Retained Liabilities” (i) shall exclude all Taxes relating to the Business or the Acquired Assets for a Post-Closing Tax Period (as determined in accordance with Section 5.2(b)), and (ii) shall include (A) all Taxes relating to the Business or the Acquired Assets for a Pre-Closing Tax Period (as determined in accordance with Section 5.2(b)) and (B) all Taxes of Seller, including any Taxes attributable to any failure of the transactions contemplated by this Agreement to qualify as a reorganization pursuant to Section 368(a) of the Code.
Examples of Retained Liabilities in a sentence
From and after the Closing, and subject to this Article XI, Seller shall defend, indemnify and hold harmless any Purchaser Indemnitee from and against any and all Losses incurred by the Purchaser Indemnitee to the extent resulting from (a) the Retained Liabilities, (b) any breach by Seller of any of its covenants or agreements in this Agreement that contemplate performance prior to the Closing, or (c) Pre-Closing Taxes.
More Definitions of Retained Liabilities
Retained Liabilities means all of the Liabilities of each Asset Sale Company, other than the Assumed Liabilities, including, without limitation, the following:
Retained Liabilities means, collectively, (a) the liabilities included within the Net Working Capital that are designated on Section B-2 of the Disclosure Schedule as not being included within the Assumed Liabilities and (b) the liabilities included within the Other Assets and Liabilities that are designated on Section C of the Disclosure Schedule as not being included within the Assumed Liabilities.
Retained Liabilities means any and all Liabilities of any kind or nature whatsoever of a Seller or any of its Affiliates (other than any Assumed Liabilities), including any Liabilities arising under, in connection with or otherwise related to
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 and all Liabilities of Kimball International and each of its Subsidiaries that are not Kimball Electronics Liabilities.
Retained Liabilities means those liabilities and obligations of the Seller arising from the following: (a) all losses, claims, liabilities, demands, costs and expenses arising out of or in connection with the Seller’s failure to pay or incorrect payment of any ad valorem, severance or similar taxes allocable to the Properties with respect to periods prior to the Effective Time (specifically excluding any Assumed Obligations and any sales or transfer taxes arising from the transactions contemplated hereunder to occur at the Closing, which are to be treated in accordance with Section 8.5); (b) all claims, demands, violations, actions, damages, assessments, penalties, fines, costs, expenses, obligations, or other liabilities with respect to the ownership, operation or maintenance of the Properties prior to the Effective Time, insofar as the claims (or portions thereof) are attributable or allocable to the interest in the Properties, but excluding the obligations specifically assumed by the Buyer under the definition of Assumed Obligations; (c) all claims, demands, violations, actions, damages, assessments, penalties, fines, costs, expenses, obligations or other liabilities with respect to the Excluded Assets whether attributable to periods before or after the Effective Time (excluding the DA Assumed Obligations, if applicable pursuant to the terms of Section 5.14); and (d) the obligations of the Seller under the Consent Decree Agreement and the Consent Decree described in the definition of Consent Decree Agreement.
Retained Liabilities means all Liabilities of the Vendor other than the Assumed Liabilities.