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").
Appears in 4 contracts
Sources: Purchase and Sale Agreement (First Nationwide Parent Holdings Inc), Asset Purchase Agreement (Charter One Financial Inc), Purchase and Sale Agreement (First Nationwide Holdings Inc)
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 (hereof, including but not limited to (i) the existing or any currently anticipated future name of Seller or any 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 business (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").
Appears in 2 contracts
Sources: Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp)
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 (hereof, including but not limited to (i) the existing or any currently anticipated future name of Seller or any 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").
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (City National Bancshares Corp)