Excluded Debts Clause Samples

The 'Excluded Debts' clause defines specific types of debts or financial obligations that are not covered or assumed under the terms of an agreement. In practice, this clause lists particular liabilities—such as taxes, fines, or pre-existing loans—that remain the responsibility of the original party and are not transferred to another party in a transaction, such as in a business sale or asset transfer. Its core function is to clearly delineate which debts are excluded from the agreement, thereby preventing misunderstandings and disputes over financial responsibility.
Excluded Debts a) Our cover shall not apply to Debts due by a Buyer who is i) a Private Individual, ii) an Associated Company, iii) a Public Buyer, or iv) already subject to Insolvency on the date of Delivery. b) Our cover shall not apply to Debts: i) payable before Delivery, ii) payable by irrevocable letter of credit confirmed by a bank registered in your country, iii) resulting from sales of goods made on approval or on consignment, or of goods in bonded warehouse or exhibited at a trade fair, iv) resulting from Cash Against Documents Sales, v) which are not required to be notified to Us pursuant to article 3.1.1.a) below, vi) which are at the date indemnification is triggered by Us in excess of the Credit Decision, vii) where You have not complied with any express condition which may be attached to the Credit Decision, viii) where a failure, by You or anyone acting on your behalf, to fulfill your obligations under the Sales Contract occurred, or ix) sustained on interest for late payment or any penalties or damages. c) Our cover shall not apply to Debts arising from Deliveries: i) made after a Refusal or a Cancellation, ii) made to a Buyer in Default, iii) made to a Buyer for whom You have or should have notified Us Adverse Information, or iv) made in violation of any applicable laws or regulations. d) Our cover shall not apply to Debts which are subject to a Dispute; in such a case, our cover shall be suspended until the Dispute is resolved in your favour by arbitration or by a final court decision, binding on both parties and enforceable in the Buyer's country. e) Our cover shall not apply to any exchange rate losses.
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Excluded Debts a) Our cover shall not apply to Debts due by a Buyer who is i) a Private Individual, ii) an Associated Company, iii) a Public Buyer, or iv) already subject to Insolvency on the date of Delivery. b) Our cover shall not apply to Debts: i) payable before Delivery, ii) payable by irrevocable letter of credit confirmed by a bank registered in your country, iii) resulting from sales of goods made on approval or on consignment, or of goods in bonded warehouse or exhibited at a trade fair, iv) resulting from Cash Against Documents Sales, v) which are not required to be notified to Us pursuant to article 3.1.1.a) below, vi) which are at the date indemnification is triggered by Us in excess of the Credit Decision, vii) where You have not complied with any express condition which may be attached to the Credit Decision, viii) where a failure, by You or anyone acting on your behalf, to fulfill your obligations under the Sales Contract occurred, or ix) sustained on interest for late payment or any penalties or damages.
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Excluded Debts. The procedures contained in this subpart do not apply to debts arising under the Internal Revenue Code (26 U.S.C. 1 et seq.) or the tariff laws of the United States or to any case where collection of a debt by salary offset is explicitly provided for or prohibited by another statute (e.g., travel advances in 5 U.S.C. 5705 and em- ployee training expenses in 5 U.S.C. 4108).
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Related to Excluded Debts

  • 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.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Debtor or a Security Grantor of its obligations under any of the Debt Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; and (d) have or be deemed to have any relationship of trust or agency with, any Debtor.

  • Excluded Contracts All of Seller's right, title and interest in, to and under the Contracts listed on Schedule 1.2(b) attached hereto (the "Excluded Contracts");

  • Permitted Contingent Obligations Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.

  • Contingent Liabilities Assume, guarantee, endorse or otherwise become contingently liable for the obligation of any Person except by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, and except for obligations arising in connection with the sale of Mortgage Loans with recourse in the ordinary course of Borrower's business.