Excluded Liabilities Sample Clauses
POPULAR SAMPLE Copied 132 times
Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following:
(a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets;
(b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3;
(c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing;
(d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets;
(e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date;
(f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the...
Excluded Liabilities. Notwithstanding any other provision of this Agreement to the contrary, the Buyer is not assuming and the Seller shall retain, pay, perform or otherwise satisfy, all liabilities of the Seller other than the Assumed Liabilities (the “Excluded Liabilities”), including the following:
(a) all Seller Taxes;
(b) any liability or obligation arising in respect of or relating to Business Employees with respect to conditions or events that occurred prior to the Closing, and all liabilities and obligations arising at any time under the Employee Plans, the A. H. Belo Pension Plan II and any other pension plan;
(c) any indebtedness for borrowed money or guarantees thereof outstanding as of the Closing Date, other than current accounts payable or accrued expenses of the Seller with respect to the Business incurred or accrued in the ordinary course of business;
(d) any liability or obligation relating to an Excluded Asset;
(e) other than the Assumed Liabilities, all obligations, liabilities and commitments, presently existing or contingent, of the Seller arising out of the ownership or operation of the Business or the ownership, use, possession or condition of the Transferred Assets and the Publications prior to the Closing;
(f) except as otherwise expressly provided herein, any costs and expenses incurred by the Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein;
(g) any and all obligations, liabilities and commitments of the Seller arising out of or related to conditions or events that occurred prior to the Closing and that arise under Environmental Laws, including but not limited to such obligations, liabilities and commitments of the Seller related to the ownership or operation of the Business prior to the Closing or the ownership, use, possession or condition of the Transferred Assets;
(h) any and all obligations, liability and commitments of the Seller arising out of or related to any Hydraulic Lift Remedial Actions;
(i) any debts and other obligations of the Seller for borrowed money, to the extent not included in the Assumed Liabilities; and
(j) all debts and other obligations of the Seller to its Affiliates.
Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor of Seller or any prior owner of all or part of Seller's businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the "EXCLUDED LIABILITIES"), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement:
(a) any liability or obligation relating to or arising out of the period prior to the Effective Time (other than Deferred Revenue);
(b) any liability or obligation relating to or in connection with ASCAP, BMI or SESCAC or other collecting societies;
(c) any liability or obligation under or with respect to any Contract or Permit to the extent required by the terms thereof to be discharged on or prior to the Effective Time;
(d) any Accounts Payable and accrued expenses relating to or arising with respect to the Business prior to the Effective Time;
(e) any liability or obligation for which Seller has already received the partial or full benefit of the asset to which such liability or obligation relates, but only to the extent of such benefit received, other than Deferred Revenue;
(f) any liability or obligation for borrowed money, including interest, costs and fees, including those arising out of the transactions contemplated by the LaSalle Credit Agreement or the Bridge Note;
(g) all Capital Lease Obligations;
(h) any liability or obligation to the extent relating to or arising out of any of the Excluded Assets;
(i) any liability or obligation to two former stockholders of Seller, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇;
(j) any intercompany payables;
(k) any amount set forth in the line item "Dividends Payable" under "Current Liabilities" and in the line item "Long-term dividend payable" on the June 30 Balance Sheet and any other amounts of the current and noncurrent liabilities of the Business for dividends payable, where such amounts are calculated in accordance with the accounting policies and practices consistent with those used in the preparation of the amounts set forth in such line items;
(l) any Environmental Liabilities;
(m) a...
Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):
(i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase;
(ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates;
(iii) any liabilities or obligations related to the Excluded Assets;
(iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates;
(v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract;
(vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller;
(vii) any Seller Transaction Expenses; and
(viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, inclu...
Excluded Liabilities. Without limiting the generality of Section 2.2(a) hereof, the Purchaser shall not assume any of the following liabilities of the Seller (collectively, the "Excluded Liabilities"):
(i) all liabilities and obligations of the Seller for any and all Taxes relating to the Business or the Purchased Assets that relate in any manner to, or first arose during, all times prior to the Closing Date, except as provided under Section 2.2(a)(iii) above and Section 6.8 below;
(ii) except to the extent assumed by Purchaser under Section 2.2(a)(i) above, all claims, demands, liabilities or obligations of any nature whatsoever with respect to the Business or any of the Purchased Assets, which are based upon or relate to events or conditions existing on or before the Closing Date, or which are based upon any products sold or services performed prior to the Closing, notwithstanding that the date on which the claim, demand, liability or obligation arose or became manifest was on a date which was on or after the Closing Date;
(iii) all liabilities of the Seller pursuant to Section 11.2 of this Agreement;
(iv) all liabilities, claims or other obligations of the Seller for any of the following: workers' compensation; payments on behalf of employees of Seller under any Benefit Plans; insurance; holiday, regular and severance pay with respect to all employees of the Seller, whether or not such employees become employees of the Purchaser after the Closing (provided, however, that Purchaser shall be responsible for all such liabilities, claims and obligations for Continuing Employees with respect to employment after the Closing);
(v) any obligation to provide vacation, sick or personal days to any employee of Seller other than a Continuing Employee with respect to employment prior to the Closing;
(vi) any debt liability or other obligation of the Seller incurred after the Closing Date;
(vii) the Accounts Payable of Seller;
(viii) Liabilities of whatsoever nature under the Personal Property Leases.
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Seller or any of its Affiliates (including, without limitation, those related to the Business) of any kind, character or description whatsoever (the “Excluded Liabilities”). Seller shall discharge in a timely manner or shall make adequate provision for all of the Excluded Liabilities that affect the Business, Assets or Assumed Liabilities, provided that Seller shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any person or entity. Excluded Liabilities shall include, without limitation:
(a) all Taxes (other than Taxes that are Assumed Liabilities) including those that result from or have accrued in connection with the operation of the Business on or prior to the Closing Date;
(b) any Liability or obligation of Seller of any nature owed to any employees, directors, former employees, agents or independent contractors, whether or not employed by Buyer after the Closing, that (A) arises out of or relates to the employment or service provider relationship between Seller or its Affiliates (or any predecessor in interest) and any such individual(s) (including, but not limited to, claims for compensation, discrimination, harassment, or retaliation and any Liability under Seller’s Employee Benefit Plans); or (B) arises out of or relates to events, circumstances or conditions occurring on or prior to the Closing Date (including the transactions contemplated by this Agreement);
(c) all Accounts Payable arising on or prior to the Closing Date; * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions.
(d) Liabilities of Seller under the Assumed Contracts that were incurred, arose or became payable on or prior to the Closing Date;
(e) all Liabilities of Seller and its Affiliates under the Registrations, to be performed, or which relate to any event, circumstance or condition occurring, on or prior to the Closing Date;
(f) all Liabilities with respect to accrued expenses incurred on or prior to the Closing in connection with the CV Products or the Business;
(g) all Liabilities arising out of claims of third parties for damage or injury suffered as the result of defective products sold or manufactured on or prior to the Closing Dat...
Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Exhibit hereto, the Seller Disclosure Letter or any Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any and all liabilities or obligations of the Seller and its Affiliates of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Excluded Liabilities”), including the following: (a) (i) all Taxes arising before or after the Closing, to which Seller or any of its Affiliates is subject, directly or indirectly and (ii) Taxes attributable to the Business or the Purchased Assets for any Pre-Closing Tax Period; (b) any liability pursuant to any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing on or prior the Closing Date; (c) any liability not expressly assumed by the Buyer pursuant to Section 5.7 arising in respect of or relating to Business Employees, any other current or former employees of the Seller or any Employee Plan, including any accrued bonuses for the Transferring Employees for calendar year 2018 to the extent not reflected in the Closing Balance Sheet and any and all liabilities in respect of or relating to Business Employees or other employees of the Seller that are not Transferring Employees; (d) any liabilities related to the Owned Real Property and Leased Real Property, whether arising prior to, on or after the Closing Date; (e) any Indebtedness other than as set forth in Section 2.3(b); (f) any liability arising from or related to any breach, failure to perform, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assumed Contract prior to the Closing Date (or an event that, with notice or lapse of time or both, would become the same) or which arises from facts, circumstances, events, conditions or actions that occurred or existed on or prior to the Closing (collectively, “Pre-Closing Contract Liabilities”); 17
Excluded Liabilities. Purchaser shall have no responsibility or liability for any liabilities or other obligations of Seller other than the Assumed Liabilities, and all liabilities and other obligations of Seller other than the Assumed Liabilities shall remain obligations of Seller (the “Excluded Liabilities”). Without limiting the foregoing, Excluded Liabilities shall include, without limitation, the following: (i) any Liabilities of the Seller pursuant to the WARN Act relating to the action or inaction of any Party in connection with the transaction contemplated hereby, (ii) any Liabilities (x) related to or arising out of the employment or termination of employment by Seller or its controlled Affiliates of any current or former employee or retiree of Seller, including any Employee of Seller (and any dependents or beneficiaries thereof) or (y) related to, arising out of or under any compensation or employee benefit plan, program or arrangement sponsored, maintained or contributed to by Seller or any of its Affiliates, including, without limitation, the Employee Benefit Plans, in each case, whether arising prior to, on or after the Closing Date, (iii) any Liabilities related to or arising out of accounts payable, including without limitation those payable to Seller’s Affiliates, and other accrued liabilities in respect of periods prior to the Closing Date, (iv) any Taxes (whether assessed or unassessed) of or relating to the Seller or relating to the Business or the Transferred Assets for any taxable period (or portion thereof) ending on or prior to the Closing Date, or arising or incurred with respect to the operations of the Seller prior to the Closing Date, (v) Seller’s share of Transfer Taxes as set forth in Section 7.12(e), (vi) any Liabilities derived or resulting from or relating to the matters set forth on Schedule 5.6 hereto or Liens expunged with respect to the Transferred Assets by the Sale Order, (vii) any Liabilities related to or arising out of any investigations or proceedings of the U.S. Customs and Border Protection with respect to the Seller or the Business and (viii) any Liabilities pursuant to, or under, the Indenture dated March 23, 2005, among Escada AG, the Subsidiary Guarantors named therein, The Bank of New York and AIB BNY Fund Management (Ireland) Limited.
Excluded Liabilities. Buyer shall not assume or be obligated to pay, perform or otherwise discharge or be responsible or liable for any indebtedness, Taxes, warranties, representations, indemnity agreements, rebates, offsets, vendor margin guarantees, liabilities, chargebacks, allowances, discounts, duties or obligations of Seller other than the Assumed Liabilities (collectively, the "Excluded Liabilities"). The Excluded Liabilities include all Taxes of Seller attributable to the Purchased Assets and the Business with respect to any period or portion thereof that ends on or prior to the Closing Date, provided that, for this purpose, with respect to any such Taxes that are payable with respect to a taxable period that begins before the Closing Date and that ends after the Closing Date, the portion of such Taxes allocable to the portion of such taxable period ending on the Closing Date shall equal the amount of such Taxes for such taxable period, multiplied by a fraction, the numerator of which is the number of days in the portion of such taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period. Notwithstanding any provision in this Agreement or any other writing to the contrary, Excluded Liabilities shall further include, without limitation:
(a) all liabilities and obligations arising out of any action, suit, claim, inquiry, proceeding or investigation pending or threatened as of, or arising out of or relating to any event or condition occurring or existing prior to, the Closing;
(b) all liabilities and obligations arising out of or relating to any violation of any law, rule, writ, regulation, judgment, injunction, order or decree occurring or arising out of or relating to any event or condition occurring or existing prior to the Closing;
(c) all liabilities and obligations for (i) all costs and expenses incurred or owed in connection with the administration of the Chapter 11 Case (including the fees and expenses of attorneys, accountants, financial advisors, consultants and other professionals retained by Seller, the creditors' committee, the postpetition lenders or the prepetition lenders incurred or owed in connection with the administration of the Chapter 11 Case) and (ii) all costs and expenses of Seller in connection with the transactions contemplated under this Agreement, and any contracts, instruments and actions related thereto;
(d) all liabilities and obligations for or relating to indebtedness for borrow...
Excluded Liabilities. Except for the Assumed Liabilities, Buyer does not assume, agree to perform or discharge, indemnify Sellers against, or otherwise have any responsibility for any Liabilities of Sellers, whether fixed or contingent, and whether arising prior to, on or after the Closing Date (the “Excluded Liabilities”), including, without limitation, any of the following Liabilities:
(a) any Indebtedness of QS other than to the extent arising following the Closing Date under any of the Assumed Contracts;
(b) any Liability of Sellers for Taxes relating to the Business or the Transferred Assets attributable to any period prior to the Closing Date including any Liability of Sellers for such periods for the unpaid taxes of any Person as a transferee or successor, by contract or otherwise;
(c) any Liability of Sellers to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of either Seller;
(d) any Liability of Sellers to any stockholder or Affiliate of Sellers other than pursuant to any Assumed Contract;
(e) any Liability of Sellers arising out of or resulting from non-compliance with any Applicable Law with respect to the Business prior to the Closing;
(f) except as specifically provided in Section 2.3(d), any Liability of Sellers for making payments or providing benefits of any kind to any current or former employees that accrued or arose prior to the Closing Date, including, without limitation, (A) any Liability to provide any such employees notices and continuation of health benefit coverage required to be provided to all employees or the beneficiaries or dependents of such employees, under Part 6 of Subtitle B of Title I of ERISA, Section 4980B(f) of the Code and state or local laws with the same or similar purpose (herein collectively referred to as “COBRA”), (B) any Liability in respect of medical and other benefits for retirees, (C) any Liability in respect of work related employee injuries or workmen’s compensation claims, and (D) any Liability of Seller with respect to any severance obligations owed to employees of Seller resulting from any termination initiated by Seller on or before the Closing Date, except to the extent such obligations arise from the failure of Buyer fully to perform its obligations under Section 5.3 hereof;
(g) expenses incurred by Sellers in connection with the transactions contemplated herein, including, without limitation, fees and expenses of Seller’s counsel and accountants;
(h) any obligatio...