Assumed Liabilities; Excluded Liabilities Clause Samples
The "Assumed Liabilities; Excluded Liabilities" clause defines which specific obligations and debts a buyer will take on (assumed liabilities) and which will remain with the seller (excluded liabilities) in a transaction, such as an asset purchase. In practice, this clause lists categories or examples of liabilities—like outstanding contracts, employee claims, or environmental obligations—that are either transferred to the buyer or expressly retained by the seller. Its core function is to clearly allocate responsibility for existing and future liabilities, preventing disputes by ensuring both parties understand which obligations are included in the deal and which are not.
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Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating to the Business set forth on Schedule 3 (the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:
(a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t);
(b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date;
(c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature;
(d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d);
(e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date;
(f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller;
(g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date;
(h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder;
(i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a part...
Assumed Liabilities; Excluded Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall accept, assume and agree to pay, perform, fulfill and discharge when due any and all Assumed Liabilities. From and after the Closing, Buyer shall indemnify Seller in respect of, and hold Seller harmless against, any and all Losses incurred or suffered by Seller or any of its Affiliates to the extent arising out of or resulting from the Assumed Liabilities.
(b) The Parties agree that, except for the Assumed Liabilities, Buyer shall not accept, assume, pay, perform, fulfill or discharge or otherwise have any Liability for, any Liabilities of Seller or any Affiliate of Seller (whether now existing or hereafter arising), and Seller and its Affiliates shall retain, and shall be solely responsible and liable for paying, performing, fulfilling and discharging when due, all Excluded Liabilities. From and after the Closing, except as provided in 0, Seller shall indemnify Buyer in respect of, and hold Buyer harmless against, any and all Losses incurred or suffered by Buyer or any of its Affiliates to the extent arising out of or resulting from the Excluded Liabilities, the Excluded Assets or Seller’s businesses (other than the Business).
Assumed Liabilities; Excluded Liabilities. (a) As of the Closing Date, Purchaser agrees to assume, satisfy or perform when due those liabilities and obligations of the Company listed in Schedule 2.3 (the “Assumed Liabilities”).
(b) Other than the Assumed Liabilities, Purchaser shall not assume, or be deemed to have assumed or guaranteed, or otherwise be responsible for any liability, obligation or claims of any nature of the Company, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences prior to, at or after the date hereof. Without limiting the generality of the foregoing, the Company shall remain liable for all, Tax liabilities, litigation matters involving the Company and the payment of all Liabilities and obligations to personnel of the Company with respect to the notice and continuation coverage requirement of Section 4980B(e) of the Code and regulations thereunder, payroll, overtime, accrued vacation time, holiday time, severance arrangements or worker’s compensation of any nature which are accrued but unpaid as of the Closing Date.
Assumed Liabilities; Excluded Liabilities. (a) Except to the extent set forth in Section 2.3(b), Buyer shall assume, at the Closing, all Liabilities of any Member of the RP Group to the extent such Liabilities relate to, are used in or arise from the Business or the Assets and do not constitute Excluded Liabilities (collectively, the "ASSUMED LIABILITIES"), including, without limitation:
(1) all accounts and trade payables and the Deferred Subscription Obligations, except Excluded Liabilities;
(2) all Liabilities for payment and performance of any Member of the RP Group under the Contracts constituting part of the Assets pursuant to Section 2.1(l)(1), (2), (5) or (6) arising after the Closing; and
(3) all Liabilities with respect to the Employee Plans, Employment Agreements and the current and former Business Employees in their capacity as employees of the RP Group except (A) Liabilities to the current and former Business Employees arising under the Equity Plan Agreements and (B) Liabilities with respect to a current or former Business Employee that would otherwise be treated as an Excluded Liability pursuant to Section 2.3(b).
(b) The following Liabilities (the "EXCLUDED LIABILITIES") shall be excluded from the Assumed Liabilities and the Members of the RP Group shall remain bound by and liable for the following Liabilities:
(1) any Liability for Excluded Taxes;
(2) all Liabilities to the extent relating to, used in or arising from any of the Excluded Assets;
(3) all Liabilities to the extent arising out of or in connection with the Excluded Contracts;
(4) all Liabilities to the extent arising out of or in connection with the current portion of Long-Term Debt, the Long-Term Debt, the Working Capital Line, RP's interest rate collar agreement and any other Indebtedness for Money Borrowed;
(5) any payables and other Liabilities payable or owed to a Member of the RP Group, the RP Equityholders or their respective Affiliates, including Liabilities with respect to Affiliate Matters, in each case, other than any payables or Liabilities with respect to the Employee Plans, Employment Agreements and the current or former Business Employees in their capacity as employees of the RP Group, but including (A) Liabilities to the current or former Business Employees arising under the Equity Plan Agreements and (B) Liabilities with respect to a current or former Business Employee that would otherwise be treated as an Excluded Liability pursuant to another clause of this Section 2.3(b);
(6) all out-of-pocket costs a...
Assumed Liabilities; Excluded Liabilities. (a) For the purposes of this Agreement, “Assumed Liabilities” shall mean (without duplication) any and all Liabilities to the extent primarily arising from or resulting from the operation of the BSS Business as currently conducted or the ownership of the Transferred Assets, including the following:
Assumed Liabilities; Excluded Liabilities. (a) Subject to the terms and conditions set forth herein and except for the Excluded Liabilities, the Buyer shall assume or become obligated with respect to any obligations or Liabilities arising out of or related to the ownership and use of the Transferred Assets by the Buyer or its Affiliates, in each case only from and after the Effective Time (the “Assumed Liabilities”).
(b) The Buyer shall not assume or become obligated with respect to any obligation or Liability of any nature whatsoever (i) as a result of the transactions contemplated by this Agreement, including any payment obligations of a Seller (A) due in respect of Permitted Encumbrances that arise prior to the Effective Time, (B) that arise out of or relate to the ownership and use of the Transferred Assets by a Seller or its Affiliates prior to the Effective Time or with respect to an API 653 Tank, before the applicable API 653 Inspection Date, or (C) that arise out of or relate to the Excluded Assets; (ii) arising out of or relating to Hazardous Materials or any Environmental Laws (A) to the extent identified on Schedule 2.4(b) or (B) to the extent relating to or resulting from facts, circumstances, conditions or events occurring or existing prior to the Effective Time with respect to the Transferred Assets and for which the Buyer gives such Seller written notice prior to the fifth anniversary of the Closing; or (iii) to any employee or related to any employee benefit plan or employment arrangement sponsored, maintained, contributed by or required to be contributed by a Seller or any ERISA Affiliate, including but not limited to, any Liabilities related to pension plans (all such obligations or Liabilities of any Seller and its Affiliates, collectively, the “Excluded Liabilities”).
Assumed Liabilities; Excluded Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall assume and become responsible for the Assumed Liabilities. Purchaser shall not assume, nor shall Purchaser agree to pay, perform, discharge or otherwise satisfy, or agree to indemnify Company or the Shareholders against or otherwise have any responsibility or obligation for or with respect to, any Excluded Liabilities.
Assumed Liabilities; Excluded Liabilities. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller (or its applicable Affiliates) shall sell, convey, transfer and assign to Buyer (or its applicable Affiliates), and Buyer (or its applicable Affiliates) shall assume from Seller (or its applicable Affiliates), the Assumed Liabilities. “Assumed Liabilities” means Liabilities of Seller and, as applicable, its Affiliates (i) under the Assumed Contracts first arising after the Closing, but excluding any Liability arising from or relating to the breach thereof (or other material act or omission by the Seller or its applicable Affiliates prior to the Closing outside of the ordinary course of business other than in connection with entering into this Agreement and consummating the transactions contemplated hereby) on or prior to the Closing and (ii) arising out of the Exploitation of the Purchased Assets after the Closing (other than any Exploitation by or on behalf of Seller or its Affiliates prior to the Closing).
Assumed Liabilities; Excluded Liabilities. (a) Subject to the indemnification rights provided in Section 8.2, at the Effective Time, the Partnership agrees to assume and to pay, discharge and perform as and when due, (i) all Liabilities that first accrue, are caused by, arise out of, are associated with, are in respect of, or are incurred, in each case, only from and after the Effective Time, in connection with the ownership of the Subject Interests or other activities occurring in connection with and attributable to the ownership of the Subject Interests and (ii) all Liabilities of Permian Pipeline Holdings and its subsidiaries under the W2W Credit Agreement (collectively, the “Assumed Liabilities”).
(b) The Partnership will not assume or become obligated with respect to any Liabilities of any nature whatsoever that first accrue, are caused by, arise out of, are associated with, are in respect of, or are incurred, in each case prior to the Effective Time, in connection with the ownership of the Subject Interests or other activities occurring in connection with and attributable to the ownership of the Subject Interests, other than Liabilities of Permian Pipeline Holdings and its subsidiaries under the W2W Credit Agreement (the “Excluded Liabilities”). All Excluded Liabilities shall remain the sole liabilities of Delek Energy.
Assumed Liabilities; Excluded Liabilities. Employees. 2