Excluded Assets and Liabilities Sample Clauses

Excluded Assets and Liabilities. (a) It is understood and agreed that Purchaser is not acquiring from Seller, and Seller shall retain ownership of all right, title and interest in and to, any property or asset which is not being transferred pursuant to Section 2.1 hereof (including but not limited to (i) the existing or any currently anticipated future name of Seller or derivation thereof and (ii) any logos, service marks, trademarks, advertising material, slogans, or similar items used on or prior to the Closing Date by Seller in connection with its business) and the assets and liabilities set forth on Schedule 2.2 (collectively, the "Excluded Assets"). (b) Except as expressly set forth in this Agreement, Purchaser shall not assume or be liable for any of the debts, obligations or liabilities of Seller of any kind or nature whatsoever (whether or not accrued or fixed, absolute or contingent, known or unknown), and Seller shall remain and be solely and exclusively liable with regard to such debts, liabilities and obligations (collectively, the "Excluded Liabilities").

Excluded Assets and Liabilities. Notwithstanding that this Agreement relates to the purchase of capital stock from the Sellers by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that the Sellers shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.4 hereto (the "EXCLUDED ASSETS"). Further, the Sellers shall assume any and all liabilities set forth on Schedule 1.4 hereto (the "EXCLUDED LIABILITIES"). The Purchaser agrees that it shall cause the Company to execute, and the Sellers agree to execute, any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to the Sellers and to assign and/or transfer the Excluded Liabilities to the Sellers. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1998 through the Closing Date.

Excluded Assets and Liabilities. Prior to the Closing, the Seller shall cause the Company to distribute and assign to the Seller, and the Seller shall retain the following assets, liabilities and obligations (collectively referred to as the "Excluded Assets and Liabilities"): (a) the Company's cash, cash equivalents and security deposits existing on the Closing Date, except for amounts relating to any testing services to be performed by the Company after the Closing Date; (b) all of the Company's accounts receivable existing on the Closing Date, except for amounts relating to any testing services to be performed by the Company after the Closing Date; (c) all of the Company's testing cassette inventory existing on the Closing Date; (d) the Real Property Leases (as defined in Section 4.11) and leasehold improvements made to the premises related thereto; (e) all of the Company's claims, causes of action and rights of refunds relating to or arising out of the Excluded Assets and Liabilities; (f) all of the Company's Liabilities arising under or relating to all accounts payable and accrued expenses with respect to the period ending on or before the Closing, including all intercompany payables; (g) all of the Company's Liabilities and the Seller's Liabilities in connection with that certain Right of First Refusal Agreement, dated as of November 23, 1999, by and between Johnson & Johnson Merck Consumer Pharmaceutical Co. ("Johnson & Johnso▇") ▇▇▇ th▇ ▇▇▇▇▇r (the "Right of First Refusal Agreem▇▇▇"); (h) the URL address "WellCheck.com"; and (i) any and all other Liab▇▇▇▇▇▇▇ ▇▇ ▇▇e Company, including without limitation in connection with any Employee Benefit Plan and the Terminated Employees (as defined in Section 6.7(a)). The Seller shall be solely responsible for satisfying, discharging or performing the foregoing liabilities and obligations on a timely basis in accordance with their respective terms. The Seller shall deliver to Buyer within 45 days of the Closing Date a balance sheet of the Company as of the Closing and reflecting the assignment and transfer of the Excluded Assets and Liabilities to the Seller.

Excluded Assets and Liabilities. Notwithstanding the provisions of Section 2.1, (a) Fluidigm and Oculus expressly acknowledge and agree that Oculus shall not sell, transfer, assign, convey or deliver to Fluidigm, and Fluidigm shall not purchase, acquire or accept from Oculus, any right, title or interest of Oculus in or to any other property or assets of Oculus, and (b) Fluidigm does not assume, and Oculus does not transfer or assign, any liabilities or obligations, whether presently fixed and determined, contingent or otherwise, of Oculus.

Excluded Assets and Liabilities. Notwithstanding any other provision of this Agreement to the contrary, any Assets of the Seller other than the Purchased Assets are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing. The Buyer does not, and shall not be deemed to, assume or otherwise be responsible for any Liabilities of the Seller (including, without limitation, any Liabilities arising out of or relating to the Purchased Assets), all of which shall remain Liabilities of the Seller. The Seller shall pay, perform and discharge all of its Liabilities encumbering directly or indirectly any of the Purchased Assets in full at or prior to the Closing.

Excluded Assets and Liabilities. Prior to the Closing Date, ------------------------------- the Company shall transfer all right, title and interest to, and all responsibility in respect of, the Excluded Assets and Liabilities to the Sellers or their respective designees. The Sellers hereby agree to indemnify the Buyer Indemnitees from and against all Losses and Liabilities attributable to the Excluded Assets and Liabilities.

Excluded Assets and Liabilities. 6.1 Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller be deemed to sell, transfer, assign, convey or deliver any of the Excluded Assets to the Buyer, and the Seller shall retain all right, title and interest to, in and under, and all Liabilities with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean only the following items, assets and properties of the Seller:

Excluded Assets and Liabilities. (a) Prior to the Closing, (i) the Sellers shall cause the Transferred Subsidiaries and the Indirect Subsidiaries to transfer to other Affiliates of the Sellers, without consideration, any assets owned by them which are Excluded Assets, and (ii) the Sellers shall take best efforts to ensure that no Excluded Assets are included in the Transferred Subsidiaries or the Indirect Subsidiaries at Closing. Any and all costs and expenses and other liabilities incurred in transferring ownership of the Excluded Assets from the Transferred Subsidiaries and the Indirect Subsidiaries to other Affiliates of the Sellers, including, but not limited to, applicable Taxes, recording and filing fees and preparation of transfer documents, whether incurred before or after Closing, shall be borne by Mallinckrodt UK. (b) To the extent permitted by applicable law and regardless of whether or not in any given circumstance the Sellers have complied fully with the requirements of Section 2.8(a) above, the entire beneficial interest in and to, and the risk of loss with respect to, the Excluded Assets (whether or not owned by the Transferred Subsidiaries or any of the Indirect Subsidiaries), shall, regardless of when legal title is transferred, pass to Mallinckrodt UK or its designated Affiliates at Closing as of the Effective Time. All benefits of ownership and liabilities with respect to all Excluded Assets shall be for the account of Mallinckrodt UK and its Affiliates at all times. (c) Except as set forth in Section 7.2 and Section 8.2, in the event that the legal interest in any of the Excluded Assets owned by the Transferred Subsidiaries or the Indirect Subsidiaries to be transferred or conveyed as contemplated by this Section 2.8, or any claim, right or benefit arising thereunder or resulting therefrom cannot be transferred or conveyed to another Affiliate of Mallinckrodt UK that is not a Transferred Subsidiary or Indirect Subsidiary on or prior to the Closing Date because any waiting or notice period has not expired or any consents or approvals required for such transfer or conveyance have not yet been obtained or waived, then the legal interest in such Excluded Assets shall not be transferred or conveyed unless and until such waiting period has expired or until such an approval, consent or waiver thereof is obtained. Except as set forth in Section 6.6 with respect to Competition Filings, CFIUS Filing, and the Nuclear Regulatory Filings, Mallinckrodt UK shall use, and the Buyers s...

Excluded Assets and Liabilities. The Vendor hereby acknowledges and agrees that the Purchaser: (a) is purchasing only the Assets and the Purchaser is not acquiring any other assets or property of the Vendor; and (b) is not assuming any obligation or liability of the Vendor except as expressly and specifically provided for in this Agreement.