Common use of Claims and Causes of Action Clause in Contracts

Claims and Causes of Action. (i) Any and all intellectual property claims (to the extent related to the Intellectual Property) and (ii) any and all other claims and causes of action that may be asserted by Sellers against (x) any vendor to the extent that the relevant contract with such vendor is an "Assumed Contract" hereunder or the obligations to such vendor are Assumed Total Liabilities hereunder or (y) employees of the Business who become employees of Buyer as of the Closing Date; excluding from all of the foregoing, (A) claims or causes of action against parties listed on Schedule 1.2.4 hereto that are unrelated to the Business, (B) claims or causes of action under the avoidance provisions of the Bankruptcy Code or state fraudulent conveyance laws, and (C) claims against vendors (including claims for indemnity, contribution and reimbursement) that arose prior to the Closing Date (whether or not asserted prior to the Closing Date) with respect to services or supplies provided by such vendors to Sellers prior to the Closing Date and that do not relate to Assumed Contracts or Assumed Real Property Leases;

Appears in 1 contract

Sources: Asset Purchase Agreement (New World Coffee Manhattan Bagel Inc)

Claims and Causes of Action. (i) Any and all intellectual --------------------------- property claims (to the extent related to the Intellectual Property) and (ii) any and all other claims and causes of action that may be asserted by Sellers against (x) any vendor to the extent that the relevant contract with such vendor is an "Assumed Contract" hereunder or the obligations to such vendor are Assumed Total Liabilities hereunder or (y) employees of the Business who become employees of Buyer as of the Closing Date; excluding from all of the foregoing, (A) claims or causes of action against parties listed on Schedule 1.2.4 hereto that are unrelated to the Business, (B) claims or causes of action under the avoidance provisions of the Bankruptcy Code or state fraudulent conveyance laws, and (CB) claims against vendors (including claims for indemnity, contribution and reimbursement) that arose prior to the Closing Date (whether or not asserted prior to the Closing Date) with respect to services or supplies provided by such vendors to Sellers prior to the Closing Date and Date, provided that do such claims are not relate to Assumed Contracts or Assumed Real Property Leasesincluded in the determination of Net Working Capital Liabilities;

Appears in 1 contract

Sources: Asset Purchase Agreement (Boston Chicken Inc)

Claims and Causes of Action. (i) Any and all intellectual --------------------------- property claims (to the extent related to the Intellectual Property) and (ii) any and all other claims and causes of action that may be asserted by Sellers against (x) any vendor to the extent that the relevant contract with such vendor is an "Assumed Contract" hereunder or the obligations to such vendor are Assumed Total Liabilities hereunder or (y) employees of the Business who become employees of Buyer as of the Closing Date; excluding from all of the foregoing, (A) claims or causes of action against parties listed on Schedule 1.2.4 hereto -------------- that are unrelated to the Business, (B) claims or causes of action under the avoidance provisions of the Bankruptcy Code or state fraudulent conveyance laws, and (C) claims against vendors (including claims for indemnity, contribution and reimbursement) that arose prior to the Closing Date (whether or not asserted prior to the Closing Date) with respect to services or supplies provided by such vendors to Sellers prior to the Closing Date and that do not relate to Assumed Contracts or Assumed Real Property Leases;

Appears in 1 contract

Sources: Asset Purchase Agreement (Einstein Noah Bagel Corp)