Retention of Liabilities Clause Samples

Retention of Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by, and remain liabilities and obligations of, Sellers (all such liabilities are, collectively, the "EXCLUDED LIABILITIES"). The Excluded Liabilities include, without limitation, the following liabilities and obligations: (a) all liabilities and obligations of Sellers relating to Excluded Assets; (b) all liabilities and obligations for damages to Persons or property (including, without limitation, liabilities and obligations to repair or replace, or to refund the sales price (or any other related expenses)) relating to alleged defects in (i) products sold by, or arising under warranties issued by, any Seller on or prior to such Seller's respective Petition Date or (ii) buildings or structures that have been manufactured by, or that incorporate products sold or manufactured by, any Seller on or prior to such Seller's respective Petition Date; (c) all liabilities and obligations of Sellers under any applicable labor or employment laws, any collective bargaining Contract or other Contract with any labor union (including but not limited to any pending grievances), or any employment Contract, severance Contract or any key employee retention plan or similar plan; (d) except as provided in Section 1.3(e) or Section 5.4(h), all liabilities and obligations of Sellers or the Sellers Controlled Group to all present and former employees of Sellers (and their respective spouses and dependents), including, without limitation, all liabilities for continuation coverage under any Employee Benefit Plan pursuant to the requirements of section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA ("COBRA"); (e) all liabilities and obligations of Sellers or the Sellers Controlled Group to all present and former employees of Sellers (and their respective spouses and dependents), including, without limitation, (i) all liabilities under any Sellers Benefit Plan; (ii) all liabilities in connection with and with respect to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN ACT"); and (iii) all liabilities and obligations of Sellers relating to employees, former employees, persons on laid-off or inactive status, or their respective dependents, heirs or assigns, who have received, who are receiving as of the Clos...

Retention of Liabilities. Section 1.5. Non-Assignment of Contracts....................................................

Retention of Liabilities. To the extent that SUREBEAM does not assume a Liability, Titan will retain, discharge and pay such Liabilities.

Retention of Liabilities. (a) Seller shall retain responsibility and shall remain liable for (i) all liabilities of Seller or any Affiliate of Seller for borrowed money, and (ii) all liabilities to the extent attributable to the ownership of the Assets prior to the Closing (collectively, the “Seller Retained Liabilities”), excluding those specifically and expressly included in the Assumed Liabilities, which shall be assumed by Purchaser, and the Buyer Retained Liabilities. (b) Purchaser shall retain responsibility and shall remain liable for (i) all liabilities of Purchaser or any affiliate of Purchaser for borrowed money, and (ii) all liabilities of Purchaser or any affiliate of Purchaser to the extent attributable to the operation of the Assets prior to the Closing (collectively, the “Buyer Retained Liabilities”).

Retention of Liabilities. Except as specifically provided in this Section 3.2(c), effective as of the Closing Date, the Active Constar Employees (compensated on a salaried basis) shall cease to accrue benefits under the Crown Pension Plan. Notwithstanding the preceding sentence, for purposes of early retirement eligibility and vesting, all service recognized under the Constar Pension Plan for periods following the Closing Date shall be recognized and taken into account under the Crown Pension Plan. Following the Closing Date, and notwithstanding Section 2.2, the Crown Pension Plan shall retain all liabilities and assets related to benefits earned prior to the Closing Date by Active Constar Employees (compensated on a salaried basis) and the Former Constar Employees (compensated on a salaried basis) who are not listed on Appendix G.

Retention of Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Sellers (all such liabilities are, collectively, the ‘Excluded Liabilities”). For avoidance of doubt, the Excluded Liabilities include, without limitation, the following liabilities and obligations: (a) all liabilities and obligations of Sellers relating to Excluded Assets; (b) any and all liabilities that arise from the manufacture, distribution or sale of Products prior to the Closing Date, other than the warranty work referenced in Section 1.3(b); (c) all liabilities and obligations of Sellers arising pursuant to the Massachusetts Workers’ Compensation Act or pursuant to the actions, resolutions, rules or regulations of the Massachusetts Workers’ Compensation Commission, including all workers’ compensation claims or suits of any type, whether state or federal claims, including, without limitation, actions for employment discrimination, actions for wrongful opposition to a claim or any other claim or benefits of any kind, whether now known or unknown, whenever incurred or filed, which have occurred or arise from work-related injuries, diseases, death, exposures, intentional torts, acts of discrimination or other incidents, acts, or injuries prior to the Closing Date, or otherwise arising out of or related to the employment of persons by the Sellers, and all premiums, assessments or other obligations related in any way to workers’ compensation or work-related liabilities arising prior to the Closing Date or otherwise arising out of or related to the activities of Sellers; (d) all of Sellers’ accounts payable, whether arising before or after each Seller’s respective Petition Date; (e) any liability whatsoever arising out of or relating to any actions taken or not taken by or on behalf of Sellers on or prior to or subsequent to the Closing Date, under any notice and other labor requirements of applicable federal, state, local or other law or regulation in connection with the transaction contemplated by this Agreement, including, without limitation, under the Worker Adjustment and Retraining Notification Act (the “Warn Act”) arising out of or relating to the Sellers’ termination of any of its employees at any time; (f) all liabilities and obligations of Sellers to emplo...

Retention of Liabilities. 7 SECTION 1.5 Non-Assignment of Contracts .................................................................. 9 SECTION 1.6 Identification of Additional and Excluded Contracts .......................................... 9 SECTION 1.7 Transition Services Agreement ................................................................ 10 SECTION 1.8 Exclusion of Nonoperating Assets ............................................................. 10

Retention of Liabilities. Any Liability of a Seller or its Affiliates other than the Assumed Liabilities shall, as between them, on the one hand, and Purchaser and its Affiliates, on the other hand, continue to be an obligation solely of, and shall solely be legally and financially borne by, Sellers and their respective Affiliates. In furtherance (and not in limitation) of the foregoing, Purchaser is not, and shall not be treated or viewed as, a successor employer or legal successor of any of the Sellers as a matter of Law and each of the Sellers shall jointly and severally indemnify and hold Purchaser harmless from and against any Losses arising as a result of any such treatment in accordance with the provisions of Article XI.

Retention of Liabilities. Except as specifically provided in this Section 3.2(c), effective as of the Closing Date, the Active Constar Employees shall cease to accrue benefits under the Crown Pension Plans. Notwithstanding the preceding sentence, pension eligible compensation (subject to a maximum increase of 3.5% per calendar year) earned by Active Constar Employees from the Constar Group on or after the Closing Date shall be recognized under the applicable Crown Pension Plan for benefit accrual purposes; provided, however, that this sentence shall be applicable only for such period that Crown owns a 25 percent or greater interest in Constar. Following the Closing Date, and notwithstanding Section 2.2, the Crown Pension Plans shall retain all liabilities and assets related to Active Constar Employees and Former Constar Employees earned prior to the Closing Date.