Retained Assets and Retained Liabilities. Section 3.01; Retained Assets: The following assets of Seller (collectively, the “Retained Assets”) are not subject to the sale and purchase contemplated by this Agreement, are excluded from the Transferred Assets, and shall be retained by Seller (and if an asset which by its nature, function or purpose is a Retained Asset mistakenly is shown on a Schedule referred to in Section 1 above, such asset still shall be deemed to be a Retained Asset and shall be excluded from the Transferred Assets and shall be retained by Seller):
Retained Assets and Retained Liabilities. 11.5 Notwithstanding any provisions to the contrary, the Retained Assets and the Retained Liabilities shall not form part of the Transaction and the Seller shall procure that the Retained Assets and the Retained Liabilities shall not be transferred to any of the EDS Entities as part of the Transaction or otherwise.
Retained Assets and Retained Liabilities. Notwithstanding anything herein to the contrary, (i) from and after the Closing each of TPI and its Affiliates shall retain all of its direct or indirect right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Newco hereunder, the Retained Assets and the Retained Liabilities, and (ii) the Retained Liabilities shall not be assumed by Newco hereunder.
Retained Assets and Retained Liabilities. (i) The Assets will not include, and Purchaser acknowledges that there shall be excluded from the Assets, all the following of the Company (collectively, the "Retained Assets"):
Retained Assets and Retained Liabilities. From and after the Closing, the Seller shall keep the Retained Assets and shall satisfy when due all Retained Liabilities.
Retained Assets and Retained Liabilities. (a) Neither the Surviving Entity, Alpha, Parent nor any of their respective Affiliates shall acquire any of the Retained Assets nor be responsible for any of the Retained Liabilities.
Retained Assets and Retained Liabilities. From and after the Closing Date, the Company shall keep the Retained Assets and shall satisfy when due (unless the Company in good faith is disputing a specific liability or attempting to settle a specific liability) all Retained Liabilities and Settlement Liabilities.
Retained Assets and Retained Liabilities. (a) Other than the Assets, the Seller is not selling, and the Buyer is not acquiring, any other assets or properties of the Seller, and all such other assets and properties shall be excluded from the Assets (the “Retained Assets”). The Retained Assets include, without limitation, the following:
Retained Assets and Retained Liabilities a. The Assets specifically do not include, and the Buyer will not acquire, any of the following assets of the Seller or any of its Affiliates, regardless of whether such assets arise out of, relate to or are attributable to the Acquired Business (collectively, the “Retained Assets”):
Retained Assets and Retained Liabilities. (a) Buyer is acquiring only the Acquired Interests and assuming only the Assumed Liabilities and is not acquiring any other assets or interests of any Person pursuant to this Agreement or assuming any other Liabilities.
