Retention and Assumption of Liabilities. (a) The Seller shall retain and continue to be responsible for all of its Liabilities (including any Liability arising in connection with the Distribution Division) or any of the Seller's subsidiaries or affiliates, other than the Assumed Liabilities, notwithstanding the transactions contemplated herein. The Liabilities to be retained by the Seller shall include, but not be limited to the following: (i) all Accounts Payable of the Seller howsoever and whenever arising, including any Accounts Payable of or relating to the Distribution Division operated by the Seller; (ii) all accrued expenses of the Seller howsoever and whenever arising, including any accrued expenses of or relating to the Distribution Division operated by Seller; (iii) all Liabilities of the Seller in connection with the Seller's ownership of or the Seller's operation of the Distribution Division howsoever and whenever arising; (iv) all Liabilities of the Seller for any environmental or product warranty, (whether express or implied), or product liability claims (including without limitation any claims relating to the use by the Seller or any of its predecessors or successors of Hazardous Substances, including asbestos, in the operation of the Seller's business) with respect to the manufacture of any Inventory or any other products by the Seller or any of its subsidiaries or affiliates, or the sale of any products by the Seller or any of its subsidiaries or affiliates, howsoever and whenever such Liabilities arise; (v) all Liabilities of the Seller of or relating to any employee of the Seller, including any employee of the Distribution Division howsoever and whenever arising; however, it is the understanding of the Parties that at the First Closing, the Buyer shall assume responsibilities for the wages, salaries, bonuses or overtime, sick, vacation or holiday pay or other employee benefits or other employee benefit plan accruing from and after the Effective Date for any former employee(s) of the Distribution Division who have, as of the First Closing Date, agreed to be employed by the Buyer on terms acceptable to the Buyer, in its sole discretion. (b) On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for the Assumed Liabilities on the Effective Date. The Buyer will not assume or have any responsibility with respect to any Liability of the Seller (including any Liability arising in connection with the Distribution Division) or any of the Seller's subsidiaries or affiliates that is not expressly set forth in the definition Assumed Liabilities.
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Retention and Assumption of Liabilities. (a) The Seller shall retain and continue to be responsible Except for all of its the Assumed Liabilities (including hereinafter defined), neither SAHAC nor the Company shall assume any Liability arising in connection with the Distribution Division) debts, liabilities or obligations of any kind, character or description, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or undetermined, or any costs or expenses related thereto (collectively, “Liabilities”), of SATH, the Seller's subsidiaries Network Business, or affiliatesany Affiliate of SATH, other than the Assumed Liabilities, notwithstanding the transactions contemplated herein. The Liabilities to be retained by the Seller shall includeincluding, but not be limited to the following:
(i) all Accounts Payable Liabilities in respect of the Seller howsoever and whenever arisingNetwork Employees (collectively, including any Accounts Payable of or relating to the Distribution Division operated by the Seller;
(ii) all accrued expenses of the Seller howsoever and whenever arising, including any accrued expenses of or relating to the Distribution Division operated by Seller;
(iii) all Liabilities of the Seller in connection with the Seller's ownership of or the Seller's operation of the Distribution Division howsoever and whenever arising;
(iv) all Liabilities of the Seller for any environmental or product warranty, (whether express or implied“Retained Liabilities”), and neither SAHAC nor the Company shall at any time be required to assume, pay, perform or product liability claims (including without limitation discharge any claims relating to the use by the Seller or any of its predecessors or successors of Hazardous Substances, including asbestos, in the operation of the Seller's business) with respect to the manufacture of any Inventory or any other products by the Seller or any of its subsidiaries or affiliates, or the sale of any products by the Seller or any of its subsidiaries or affiliates, howsoever and whenever such Liabilities arise;
(v) all Liabilities of the Seller of or relating to any employee of the Seller, including any employee of the Distribution Division howsoever and whenever arising; however, it is the understanding of the Parties that at the First Closing, the Buyer shall assume responsibilities for the wages, salaries, bonuses or overtime, sick, vacation or holiday pay or other employee benefits or other employee benefit plan accruing from and after the Effective Date for any former employee(s) of the Distribution Division who have, as of the First Closing Date, agreed to be employed by the Buyer on terms acceptable to the Buyer, in its sole discretionRetained Liabilities.
(b) On Notwithstanding the provisions of Section 1.02(a), SAHAC as to an undivided interest of 1% of SATH therein, and subject the Company as to the terms 99% and conditions 1% undivided interests of SATH and SAHAC therein, without recourse, hereby unconditionally assume and agree to pay, perform, satisfy and discharge (i) all Liabilities first arising on or after the date hereof in connection with the Contributed Assets or as a result of the Company’s conduct and operation of the Network Business on or after the date hereof and (ii) the Liabilities of SATH and its Affiliates relating to the Network Business (excluding Liabilities in respect of the Network Employees and excluding Liabilities in respect of any Retained Asset) to the extent unpaid, unperformed, unsatisfied and not discharged prior to the date hereof solely as expressly set forth on Schedule 1.02(b) (the “Assumed Liabilities”).
(c) For purposes of this Agreement, the Buyer agrees to assume and become responsible for the Assumed Liabilities on the Effective Date. The Buyer will not assume term “Affiliate” means any other legal entity (i) that directly, or have any responsibility indirectly through one or more intermediaries, controls or is controlled by or is under common control with SATH, (ii) that is a general partner, director, manager, trustee or principal officer of, or a limited partner owning more than ten percent (10%) of, or that serves in a similar capacity with respect to, SATH, or (iii) of which SATH is a general partner, director, manager, trustee or principal officer or a limited partner owning more than ten percent (10%) of, or with respect to any Liability which SATH serves in a similar capacity. For purposes of this definition of Affiliate, “control” means the possession, directly or indirectly, of the Seller (including any Liability arising in connection with power to direct or to cause the Distribution Division) or any direction of the Seller's subsidiaries management or affiliates that is not expressly set forth policies of the legal entity in question through the definition Assumed Liabilitiesownership of voting securities or by contract or otherwise. The Company and SAHAC shall be excluded from the meaning of Affiliate for all purposes of this Agreement.
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Retention and Assumption of Liabilities. (a) The Seller shall retain and continue to be responsible Except for all of its the Assumed Membership Interest Liabilities (including hereinafter defined) and the Assumed Employees Liabilities (hereinafter defined) (collectively, the “Assumed Liabilities”), Holdings shall not assume any Liability arising in connection with the Distribution Division) debts, liabilities or obligations of any kind, character or description, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or undetermined, or any costs or expenses related thereto (collectively, “Liabilities”), of the Seller's subsidiaries SATH or affiliatesany Affiliate of SATH, other than the Assumed Liabilities, notwithstanding the transactions contemplated herein. The Liabilities to be retained by the Seller shall includeincluding, but not be limited to the following:
(i) all Accounts Payable Liabilities in respect of the Seller howsoever Membership Interest, the Network Employees and whenever arisingthe Network Employees Rights (collectively, including any Accounts Payable of or relating to the Distribution Division operated by the Seller;
(ii) all accrued expenses of the Seller howsoever and whenever arising, including any accrued expenses of or relating to the Distribution Division operated by Seller;
(iii) all Liabilities of the Seller in connection with the Seller's ownership of or the Seller's operation of the Distribution Division howsoever and whenever arising;
(iv) all Liabilities of the Seller for any environmental or product warranty, (whether express or implied“Retained Liabilities”), and Holdings shall not at any time be required to assume, pay, perform or product liability claims (including without limitation discharge any claims relating to the use by the Seller or any of its predecessors or successors of Hazardous Substances, including asbestos, in the operation of the Seller's business) with respect to the manufacture of any Inventory or any other products by the Seller or any of its subsidiaries or affiliates, or the sale of any products by the Seller or any of its subsidiaries or affiliates, howsoever and whenever such Liabilities arise;
(v) all Liabilities of the Seller of or relating to any employee of the Seller, including any employee of the Distribution Division howsoever and whenever arising; however, it is the understanding of the Parties that at the First Closing, the Buyer shall assume responsibilities for the wages, salaries, bonuses or overtime, sick, vacation or holiday pay or other employee benefits or other employee benefit plan accruing from and after the Effective Date for any former employee(s) of the Distribution Division who have, as of the First Closing Date, agreed to be employed by the Buyer on terms acceptable to the Buyer, in its sole discretionRetained Liabilities.
(b) On Notwithstanding the provisions of Section 1.02(a), the Company hereby unconditionally assumes and subject agrees to pay, perform, satisfy and discharge all Liabilities first arising on or after the date hereof in connection with the ownership of the Membership Interest, whether arising by reason of contact, operation of law or otherwise, and including, but not limited to all such Liabilities arising under the Operating Agreement of the Company dated , (the “Assumed Membership Interest Liabilities”).
(c) Notwithstanding the provisions of Section 1.02(a), Holdings hereby unconditionally assumes and agrees to pay, perform, satisfy and discharge (i) all Liabilities first arising on or after the date hereof in connection with the Network Employees and Network Employees Rights and (ii) the Liabilities of SATH and its Affiliates relating to the terms Network Employees to the extent unpaid, unperformed, unsatisfied and conditions not discharged prior to the date hereof solely as expressly set forth on Schedule 1.02(c) (collectively, the “Assumed Employees Liabilities”). Holdings shall have no responsibility or liability with respect to any employees of SATH or its Affiliates who are not listed on Schedule 1.01(b).
(d) For purposes of this Agreement, the Buyer agrees to assume and become responsible for the Assumed Liabilities on the Effective Date. The Buyer will not assume term “Affiliate” means any other legal entity (i) that directly, or have any responsibility indirectly through one or more intermediaries, controls or is controlled by or is under common control with SATH, (ii) that is a general partner, director, manager, trustee or principal officer of, or a limited partner owning more than ten percent (10%) of, or that serves in a similar capacity with respect to, SATH, or (iii) of which SATH is a general partner, director, manager, trustee or principal officer or a limited partner owning more than ten percent (10%) of, or with respect to any Liability which SATH serves in a similar capacity. For purposes of this definition of Affiliate, “control” means the possession, directly or indirectly, of the Seller (including any Liability arising in connection with power to direct or to cause the Distribution Division) or any direction of the Seller's subsidiaries management or affiliates that is not expressly set forth policies of the legal entity in question through the definition Assumed Liabilitiesownership of voting securities or by contract or otherwise. The Holdings shall be excluded from the meaning of Affiliate for all purposes of this Agreement.
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