Retained Liabilities

Retained Liabilities. Shall mean all liabilities and obligations relating to (i) the Business or Assets, other than Assumed Liabilities, (ii) any obligation or liability of Seller (A) to any Affiliate or Associate of Seller, (B) to the extent insured against Seller for the benefit of an Affiliate of Seller, (C) which results from a contingent liability not fixed or liquidated as of the Closing other than those included as an Assumed Liability, or (D) not... related to the Business, (iii) Compliance Matters to the extent not included on the Closing Date Balance Sheet, (iv) Income Taxes and other Taxes to the extent not accrued on the Closing Date Balance Sheet, 8 5 (v) Product Liability Claims, (vi) Benefit Plans to the extent not accrued on the Closing Date Balance Sheet, or (vii) a member of the Seller Group arising under this Agreement. View More

Retained Liabilities. Shall mean all of the claims, liabilities, obligations or indebtedness of any nature whatsoever of the Sellers other than the Assumed Liabilities, including without limitation, all liabilities indicated as Retained Liabilities in Section 2(d).

Retained Liabilities. Shall mean all Liabilities of the Seller which are not Assumed Liabilities.

Retained Liabilities. Shall mean all Liabilities of the Company, including, without limitation, Liabilities of the Company: (a) that constitute trade payables; (b) arising under or relating to any Contract; (c) relating to any litigation pending on the date hereof, or instituted hereafter, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Company or the ownership, possession, use, operation, sale or other disposition at or... prior to the Closing of any of the Acquired Assets (or any other rights, properties or assets owned or used by or associated with the Company at any time at or prior to the Closing); (d) for Taxes, including, without limitation, Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Taxes arising because the Company is transferring the Acquired Assets); (e) for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; and (f) under this Agreement (or under any agreement between the Company on the one hand and the Acquirer on the other hand entered into on or after the date of this Agreement). View More

Retained Liabilities. 1.4(b)

Retained Liabilities. Any and all liabilities or obligations of Seller of any kind (whether or not absolute, matured, accrued, due, asserted or known, and regardless of when arising or asserted) that are not Assumed Liabilities, including liabilities or obligations related to employees, contractors or service providers