Seller Retained Liabilities means the liabilities retained by Seller as set forth in Section 8.6.
Seller Retained Liabilities has the meaning set forth in Section 10.1.
Seller Retained Liabilities means collectively the Seller Retained Adaptec Spin Off Transaction Liabilities, Seller Retained Employee Liabilities, Seller Retained Tax Liabilities, Seller Retained NEC Transaction Liabilities, Seller Retained Symantec Transaction Liabilities, Excluded Liabilities.
Examples of Seller Retained Liabilities in a sentence
One recent example of a successful initiative is the Model United Nations, held in Mostar (MOSTIMUN) and in Banja Luka (BalMUN, the largest Model United Nations in the Balkans ever) in April 2013.
All Seller Retained Liabilities shall remain and be the obligations and liabilities solely of Seller.
Loss under Section 7.2; and (c) for indemnification under Sections 8.2 and 8.3 (except indemnification for Claims related to Seller Retained Liabilities).
We generally introduce the procedure of antitrust review on mergers in this section.
Upon written request by Seller in connection with the Seller Retained Liabilities, Buyer shall provide access to Employees hired by Buyer or its Affiliates, at reasonable times and in a manner that does not unreasonably interfere with Xxxxx's operations.
More Definitions of Seller Retained Liabilities
Seller Retained Liabilities means the Other Business Liabilities, Product Warranty Liabilities and Product Liability Liabilities associated with any products manufactured or sold by the Acquired Business on or prior to the Closing Date and any and all Losses arising out of, related to or incurred in connection with the matters set forth on Schedule 9.1.1.3.
Seller Retained Liabilities means all Liabilities of Seller or relating to the Purchased Assets, in each case arising out of events, transactions, facts or omissions which occurred prior to the Closing Date, and, in each case, which are not Assumed Liabilities, including without limitation:
Seller Retained Liabilities mean Third Party Claims for (a) all liabilities of the Company with respect to personal injury or death occurring prior to the Closing Date attributable to the operation by the Company of the Company Oil and Gas Properties, (b) any liability associated with payment (or non-payment) of (i) Production Burdens owing by the Company to which the Company Oil and Gas Properties are subject or (ii) amounts owed by the Company to other Working Interest owners in the Company Oil and Gas Properties, in each case, that are attributable to periods prior to the Effective Time, (c) any Liability of the Company to the extent arising out of the ownership, operation or disposition of any Historical Company Assets, (d) all liabilities of the Company (other than ordinary course fees for transportation and disposal) arising out of, in connection with, attributable to or related to the disposal or transportation by the Company of any Hazardous Substances from any of the Company Oil and Gas Properties to any location not on the Company Oil and Gas Properties, in each case, to the extent attributable to periods prior to the Closing Date, (h) all liabilities arising out of, in connection with, attributable to or related to the gross negligence or willful misconduct of Seller or any of its Affiliates (including the Company) in connection with (x) the ownership and operation of any of the Company Oil and Gas Properties from the Effective Date until the Closing Date or (y) the matters described on Schedule 4.11 of the Company Disclosure Letter and Schedule 4.16 of the Company Disclosure Letter, (i) any liability of the Company and/or the Excluded Subsidiaries related to its employment or engagement of any individual as an independent contractor prior to the Closing; provided that Seller Retained Liabilities shall not include any liability to the extent an amount therefor is included as a Working Capital Liability for purposes of Section 2.3 or otherwise taken into account as a reduction of the Unadjusted Purchase Price pursuant to this Agreement.
Seller Retained Liabilities as defined in Section 2.11.
Seller Retained Liabilities means any and all indebtedness, liabilities and obligations of any of the Seller Companies or any of them in existence at or attributable to periods prior to and including the Closing, to the extent not reflected in the Closing Date Balance Sheet or the Seller Disclosure Letter including, without limitation, (a) any liability or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) related to any Employee including, without limitation, any workers’ compensation or worker injury claim or any termination or severance obligations for any Employee described in Section 5.9(g) hereof; (b) any liability or claim for liability (whether in contract, in tort, or otherwise, and whether or not successful) related to the administration or termination of, or any benefits under, any Seller Plan; (c) any obligation, liability or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) of Seller or any of the Seller Companies to Seller or any of its other Subsidiaries or any of their Affiliates described in Section 5.8 hereof; (d) all fees and expenses of Seller or any of the Seller Companies described in Section 3.17 or Section 5.8 hereof, and (e) without restricting the generality of the foregoing, any and all liabilities, debts and obligations of any of the Seller Companies or any of their Affiliates arising from, relating to or based upon the matters described in Section 5.11, Section 5.12 and Schedule 5.12 of the Seller Disclosure Letter. The indebtedness, liabilities and obligations of Seller or any of the Seller Companies described above shall constitute the “Seller Retained Liabilities” notwithstanding that claims in respect of such indebtedness, liabilities or obligations arose, or claims in respect thereof were made, after the Closing Date.
Seller Retained Liabilities means any Liabilities arising from or relating to (i) any Former Properties, (ii) any assets, products, employees or operations of (A) any business other than the manufacturing, sale or distribution of consumer and specialty glass products at the Facilities or (B) any facilities, businesses or entities previously divested, sold or otherwise discontinued by the Companies or their predecessors, (iii) any waste materials, including but not limited to any waste water, Hazardous Substances or any product that was off-specification, damaged or otherwise unsold, that were generated or stored at and transported from any of the Facilities or Former Properties to any offsite location at any time on or before the Closing Date (but excluding, for the avoidance of doubt, any release, discharge or migration of Hazardous Substances subject to SECTION 8.2(a)(viii)), (iv) Parent's Welfare Plans, Parent's Hourly and Salaried Plans, Parent's 401(k) Plan or Parent's Retiree Plan or (v) any of the Contracts set forth in SECTION 4.16(b) of the Disclosure Schedule; PROVIDED that notwithstanding clause (ii) of this definition, Seller-Retained Liabilities shall not include Liabilities for product liability claims arising out of post-Closing occurrences concerning machine-made soda lime or borosilicate bakeware or machine-made soda lime glassware (excluding, for the avoidance of doubt, handmade or lead crystal products) manufactured at a Former Property owned or previously owned by Seller or any of its Subsidiaries or predecessors.
Seller Retained Liabilities means (a) any Claims by any Borrower or any other Person relating to any wrongful act or omission or violation of Applicable Law or Accepted Servicing Practices, or alleged act or omission or violation of Applicable Law or Accepting Servicing Practices, or error, of Seller or any Affiliate or Representative of Seller, or any employee, agent or Representative acting on their behalf, with respect to the origination, ownership, administration or servicing of any of the Residential Loans, or any document, agreement or instrument contained therein or relating thereto, occurring on or prior to the Closing Date, and (b) any Claims by any Borrower or any other Person relating to any breaches by Seller of any of the Loan Documents prior to the Closing Date. Notwithstanding the foregoing, with respect to (a) and (b) above, Seller Retained Liabilities shall not include any Claims by any Borrower or any other Person arising out of or related to any action or omission of the Seller that was taken at the written direction or with the prior written consent of the Buyer.