Common use of Excluded Assets and Excluded Liabilities Clause in Contracts

Excluded Assets and Excluded Liabilities. Subject to Section 11.2 hereof, any asset (including Accounts Receivable) or any liability, all other remittances and all mail and other communications that are determined by the parties' agreement, or, absent such agreement, determined by litigation, to be or otherwise relate to an Excluded Asset or an Excluded Liability and that is or comes into the possession, custody or control of Purchaser (or its successors in interest or assigns, or its respective affiliates) shall forthwith be transferred, assigned or conveyed by Purchaser (or its respective successors in interest or assigns and its respective affiliates) to Seller at Seller's cost. Until such transfer, assignment and conveyance, Purchaser (and its respective successors in interest and assigns and its respective affiliates) shall not have any right, title or interest in or obligation or responsibility with respect to such asset or liability except that Purchaser shall hold such asset in trust for the benefit of Seller. Purchaser (and its respective successors in interest and assigns and its respective affiliates) shall have neither the right to offset amounts payable to Seller under this Section 9.1 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Purchaser against Seller including but not limited to pursuant to the post-Closing Purchase Price adjustment of Section 1.4 and the indemnification provisions of Section 10.2. The terms of this Article 9 shall not be subject to the time limitations contained in Section 10.1 of this Agreement.

Excluded Assets and Excluded Liabilities. Subject to Section 11.2 hereof, any Any asset (including the Accounts Receivable) or any liability, all other remittances and all mail and other communications that are determined by the parties' agreement, or, absent such agreement, determined by litigation, to be or otherwise relate to is an Excluded Asset or an Excluded Liability (a) pursuant to the terms of this Agreement, (b) as otherwise determined by the parties’ mutual written agreement or (c) absent such agreement, as determined by adjudication by a court or similar tribunal, and that is or which comes into the possession, custody or control of Purchaser (or its successors in interest respective successors-in-­interest, assigns or assignsAffiliates) shall, or its respective affiliateswithin ten (10) shall forthwith business days following receipt by Purchaser, be transferred, assigned or conveyed by Purchaser (or its respective successors in interest or assigns and its respective affiliatessuccessors-in-interest, assigns and Affiliates) to Seller at Seller's ’s cost. Until such transfer, assignment and conveyance, Purchaser (and its respective successors in interest and successors-in-interest, assigns and its respective affiliatesAffiliates) shall not have any right, title or interest in or obligation or responsibility with respect to such asset or liability except that Purchaser shall hold such asset in trust for the benefit of Seller. Purchaser (and its respective successors in interest and successors-in-interest, assigns and its respective affiliatesAffiliates) shall have neither the right to offset amounts payable to Seller under this Section 9.1 10.1 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Purchaser against Seller including including, but not limited to to, pursuant to the post-Closing Purchase Price adjustment of Section 1.4 2.4 and the indemnification provisions of Section 10.2. The terms of this Article 9 shall not be subject to the time limitations contained in Section 10.1 of this Agreement11.1.