Certain Excluded Liabilities Sample Clauses

The 'Certain Excluded Liabilities' clause defines specific obligations or liabilities that are not transferred or assumed as part of a transaction, such as an asset purchase or business sale. In practice, this clause lists particular debts, legal claims, or responsibilities—like pre-existing lawsuits, tax obligations, or environmental liabilities—that remain with the seller rather than passing to the buyer. Its core function is to clearly allocate risk and responsibility, ensuring that the buyer is not unexpectedly burdened with liabilities that were not intended to be part of the deal.
Certain Excluded Liabilities. Purchaser shall not assume, pay, perform, discharge or in any way be liable or responsible for any of the following debts, liabilities or obligations ("Excluded Liabilities"): (a) any liability or obligation of Seller or its Affiliates under this Agreement or on account of any of the transactions contemplated hereby, including, without limitation, any liability or obligation of Seller to attorneys, accountants, brokers, financial advisers or others for services rendered or expenses incurred by or on behalf of Seller, and all other expenses associated with the transfer of the Purchased Assets; (b) any liability of Seller or its Affiliates to an Affiliate of Seller; (c) except as otherwise provided in Section 6.1, any wages, salary, severance, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, any duties, obligations or liabilities arising under any employee benefit plan, policy or practice, whether defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and in effect ("ERISA") or otherwise, or any employment, retention, or ----- termination agreement (including any obligation to indemnify or reimburse an officer, employee or agent of Seller), relating to the employees of the Business, wherever located, any employee benefit plan or otherwise, or other amounts due to any employees or former employees of the Business which accrue on or prior to the Closing Date; (d) any liabilities arising under the WARN Act in connection with those employees of Seller that are not Transferred Employees and any other liabilities related to the Business Employees that are not Transferred Employees; (e) except as otherwise provided in Section 6.1, any of the following liabilities to or in respect of any employees or former employees of Seller or its Affiliates: (i) any liability arising under any Employment Agreement, whether or not written, between Seller and any person, except for any Employment Agreement included on Schedule 3.1(c), (ii) any liability under any Employee Benefit Plan at any time maintained, contributed to or required to be contributed to, by or with respect to Seller or any Selling Affiliates or under which Seller or any Selling Affiliates may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller's, or its Affiliates', withdrawal or partial withdrawal from or termina...
View Source
Certain Excluded Liabilities. Prior to the Closing Date, Seller ------------------------------ shall cause the Company or its Subsidiaries, as the case may be, to assign, transfer and convey to Seller, and Seller shall accept from the Company or such Subsidiary, all obligations and liabilities identified on Schedule 7.16 attached ------------- hereto (the "EXCLUDED LIABILITIES").
View Source
Certain Excluded Liabilities. If any of the Assumed Liabilities are ultimately reasonably determined by Buyer to be Excluded Liabilities, Seller shall assume, and agree to pay, perform, fulfill and discharge (without further consideration), such previously Assumed Liabilities that are determined by Buyer to be Excluded Liabilities and Buyer and Seller shall execute such documents or instruments of assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Liabilities to Seller.
View Source
Certain Excluded Liabilities. The Seller shall pay and perform when due, and shall cause its Affiliates to pay and perform when due, all such Excluded Liabilities as could reasonably be expected to result in a Material Adverse Effect after the Effective Time (specifically including Excluded Liabilities owing by the Seller or its Affiliates to Braintree and Verdugt), except, however, those Excluded Liabilities that are subject to a bona fide dispute.
View Source
Certain Excluded Liabilities. From and after the Closing, Seller shall be responsible for, and shall indemnify Buyer, the Company and the Division Entities from and against (as an Excluded Liability) any liability or obligation (including any obligation to pay any deductible or similar retention amount under the applicable policy limits, which limits will be confirmed to Buyer in writing within 72 hours of the execution of this Agreement) arising out of or relating to any event, circumstance, act or omission that occurs prior to the Closing and that is covered by a professional liability, general liability, automobile, workers’ compensation, property and casualty, or other occurrence based insurance policy of Seller or any of its Affiliates (including self insurance programs and arrangements), including all matters listed or required to be listed on Section 3.21 of the Disclosure Letter and, to the extent applicable, any matter listed or required to be listed on Section 3.12(a) of the Disclosure Letter and Section 5.9 of the Disclosure Letter. For the avoidance of doubt, from and after the Closing, Seller shall also be responsible for, and shall indemnify Buyer against (as Excluded Liabilities), any claims by Business Employees under any of Seller’s health and welfare plans for healthcare services provided on or prior to the Closing Date.
View Source
Certain Excluded Liabilities. Notwithstanding the fact that the transaction contemplated by this Agreement is structured as a purchase of the Membership Interests, Sellers acknowledge and agree that after the Closing, Buyer, the Company and the Company’s Subsidiaries shall have no liability or responsibility for the Excluded Liabilities.
View Source
Certain Excluded Liabilities. If any of the liabilities and obligations assumed by Buyer are ultimately determined to be Excluded Liabilities, Company shall assume, and agree to pay, perform, fulfill and discharge (without further consideration), such Excluded Liabilities and Buyer and Company shall execute such documents or instruments of assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Liabilities to Company.
View Source
Certain Excluded Liabilities. Sellers shall make all necessary transfers and assumptions and take all other necessary actions, and as applicable shall cause their Subsidiaries to make such provisions, transfers, and assumptions and to take such actions, such that, from and after the Closing, the Transferred Subsidiaries that are not Transferred Debtor Subsidiaries have no Liability for any of the Liabilities listed on Section 1.03(e) of Sellers' Disclosure Schedule.
View Source

Related to Certain Excluded Liabilities

  • Excluded Liabilities Other than as specifically listed in Section 2.03 above, Buyer shall not assume any Liability whatsoever of Sellers, whether or not arising from or related to the Business or the Purchased Assets (the “Excluded Liabilities”), and Sellers shall pay, perform and discharge, as and when due, each such Excluded Liability. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Buyer be deemed to assume any Liability arising out of or relating to: (a) any actual or alleged tortious conduct, breach of Contract or violation of Applicable Law by any Seller or their employees or agents; (b) any product sold or manufactured prior to the Closing Date; (c) Taxes of any kind or character (other than property taxes attributable to the Purchased Assets, to the extent prorated hereunder); (d) the ownership, operation, use or disposal of any Excluded Asset; (e) any collective bargaining agreement, employee compensation or employee benefits including Liability for severance pay, overtime pay, bonus or incentive compensation, retirement plans (including any underfunding or withdrawal liability pursuant to the Multiemployer Pension Plan Amendment Act of 1980, arising from contributions made by the Sellers to the plans in question, as calculated through, and as of, any such withdrawal caused by the purchase of the Purchased Assets described herein, or otherwise triggered within thirty (30) days after the Closing Date, regardless of whether or not the amount of such Liability is known as of the time of such withdrawal) unemployment compensation, vacation, sick leave, termination pay or relating to any Employee Benefit Plan of any Seller or of any of their Affiliates; (f) any Environmental Liability relating to or arising out of any condition or obligation existing on or prior to the Closing Date; (g) any Debt of Sellers or any of their Affiliates; (h) any Proceedings relating to Sellers or to the conduct or ownership of the Business or the Purchased Assets on or prior to the Closing Date, whether or not listed in Section 4.07(a) of the Disclosure Letter; (i) any Liability arising out of any present or former business activity of Sellers other than the Business; (j) any claims, choses in action, causes of action, rights of recovery, rights of set-off of any kind by any third party (including any employee or former employee of any Seller) arising out of the conduct of the Business, or the ownership, operation or use of any Purchased Assets on or prior to the Closing Date; or (k) any Liability of Sellers under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement, including any Sellers’ legal and accounting fees and expenses.

  • Retained Liabilities All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities.

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

  • Certain Liabilities To each Restricted Entity’s knowledge, none of the present or previously owned or operated Property of any Restricted Entity or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified by a Governmental Authority as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Restricted Entity, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Assumed Liabilities On the Closing Date, Buyer or the UniSource Designee acquiring the Assets shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer or such UniSource Designee shall assume and agree to discharge when due, without recourse to Seller, in accordance with the respective terms and subject to the respective conditions thereof, all of the Assumed Liabilities. All of the following liabilities and obligations of Seller or Buyer which relate to, or arise by virtue of Seller's or Buyer's ownership of the Assets or operation of the Business (other than Excluded Liabilities) are referred to collectively as the "Assumed Liabilities": (a) all liabilities and obligations of Seller or Buyer arising on or after the Closing Date under the Assigned Agreements, the Real Property Leases, and the Transferable Permits in accordance with the terms thereof, including, without limitation, the Assigned Agreements entered into by Seller (i) prior to the date hereof and (ii) after the date hereof consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date and are not otherwise included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3 or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice or passage of time or both would constitute a default by Seller; (b) all liabilities and obligations of Seller for accounts payable to the extent included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3; (c) all liabilities and obligations associated with the Assets or the Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or 6.10(a) hereof; (d) all liabilities and obligations of Seller or Buyer with respect to the Transferred Employees incurred on or after the Closing Date for which Buyer is responsible pursuant to Section 6.12; (e) all liabilities, responsibilities and obligations of Seller or Buyer arising under Environmental Laws or relating to Environmental Conditions or Regulated Substances (including common law liabilities relating to Environmental Conditions and Regulated Substances), whether such liability, responsibility or obligation is known or unknown, contingent or accrued as of the Closing Date, including but not limited to: (i) costs of compliance (including capital, operating and other costs) relating to any violation or alleged violation of Environmental Laws occurring prior to, on or after the Closing Date, with respect to the ownership of the Assets or operation of the Business; (ii) property damage or natural resource damage (whether such damages were manifested before or after the Closing Date) arising from Environmental Conditions or Releases of Regulated Substances at, on, in, under, adjacent to, or migrating from any Assets prior to, on or after the Closing Date; (iii) any Remediation (whether or not such Remediation commenced before the Closing Date or commences after the Closing Date) of Environmental Conditions or Regulated Substances that are present or have been Released prior to, on or after the Closing Date, at, on, in, adjacent to or migrating from the Assets; (iv) any violations or alleged violations of Environmental Laws occurring on or after the Closing Date with respect to the ownership of any Assets or operation of the Business; (v) any bodily injury or loss of life arising from Environmental Conditions or Releases of Regulated Substances at, on, in, under, adjacent to or migrating from any Asset on or after the Closing Date; (vi) any bodily injury, loss of life, property damage, or natural resource damage arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Regulated Substances generated in connection with the ownership of the Assets or the operation of the Business; and (vii) any Remediation of any Environmental Condition or Release of Regulated Substances arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Regulated Substances generated in connection with the ownership or operation of the Assets; provided, that nothing set forth in this Section 2.3 shall require Buyer to assume any liabilities, responsibilities or obligations that are expressly excluded in Section 2.4; (f) any Tax that may be imposed by any federal, state or local government on the ownership, sale (except as otherwise provided in Section 3.4 or 6.10(a)), operation of the Business or use of the Assets on or after the Closing Date, except for any Income Taxes attributable to the income of Seller; (g) all liabilities and obligations of Seller or Buyer arising on and after the Closing Date under those Orders specifically relating to the Assets or the Business issued by or entered into with any Governmental Authority and listed in Schedule 2.3(g) or imposed on Buyer in any Required Regulatory Approval; (h) customer advances, customer deposits and construction advances, unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case directly related to the Business and outstanding on or arising after the Closing Date; and (i) actions and proceedings based on conduct, actions, circumstances or conditions arising or occurring on or after the Closing Date, actions and proceedings described in Schedule 2.3(i), actions and proceedings arising from or directly related to any other Assumed Liability, and generic or industry-wide actions and proceedings outstanding on or arising on or after the Closing Date that are applicable to the Business.