Liabilities Retained by Sellers Clause Samples
The 'Liabilities Retained by Sellers' clause defines which debts, obligations, or responsibilities will remain with the sellers after a transaction, rather than transferring to the buyer. Typically, this clause lists specific liabilities—such as pending lawsuits, tax obligations, or employee claims—that the sellers agree to settle or manage themselves. By clearly allocating these retained liabilities, the clause protects the buyer from unexpected financial burdens and ensures both parties understand their ongoing responsibilities post-closing.
Liabilities Retained by Sellers. Subject to Section 3.2 below, and except as otherwise expressly provided in this Agreement, Sellers shall remain solely and entirely responsible for their own liabilities and Buyer shall not assume or otherwise be liable for or acquire the Assets subject to, and Buyer's purchase of the Assets shall not constitute or be deemed to constitute the assumption of, any liabilities of Sellers whatsoever, whether direct or indirect, fixed or contingent, disputed or undisputed, liquidated or unliquidated, known or unknown, recorded or unrecorded.
Liabilities Retained by Sellers. Except for the Assumed Liabilities, the Buyer shall not assume, be liable for or pay, and none of the Purchased Assets shall be subject to, and each Seller shall retain, be unconditionally liable for and pay, any liability or obligation (whether known or unknown, matured or unmatured, stated or unstated, recorded or unrecorded, fixed or contingent, currently existing or hereafter arising) of such Seller, including without limitation, the following:
(i) any obligation or liability of a Seller arising out of this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby or thereby;
(ii) except as otherwise provided herein, any obligation or liability of a Seller for the fees and expenses of its counsel, accountants and other experts and all other expenses incurred by a Seller incident to the negotiation, preparation and execution of this Agreement and any agreement entered into in connection herewith and the performance by a Seller of its obligations hereunder or thereunder;
(iii) except as otherwise provided herein, any obligation or liability of a Seller and its directors, officers, employees, consultants and other representatives, arising out of or resulting from any business, activity, course of conduct, action or omission before, on or after the Closing Date;
(iv) any amount of the Scheduled Liabilities in excess of $477,652.83.
(v) accounts payable of each Seller to the extent not set forth on the Payable Schedule;
(vi) any liability or obligation under or in connection with the Retained Assets.
(vii) any federal, state, local or other foreign tax payable by a Seller whether such tax is due and payable prior to or after the Closing Date;
(viii) any indebtedness of a Seller for borrowed money;
(ix) any liability of each Seller with respect to any claim, litigation or proceeding accruing with respect to, or arising from or relating to any business, activity, course of conduct, action or omission before, on or after the Closing Date, including, without limitation, those matters set forth on Schedule 2.9, whether such claim, litigation or proceeding is presented or instituted prior to or after the Closing Date;
(x) any liability, obligations, payments, benefits, costs and expenses including, without limitation, any salary, wage, vacation, bonus, severance, expense reimbursement or other benefit: (a) accruing and payable to employees of a Seller who become employed by the Buyer after the Closing Date with respect t...