Excluded Liabilities Sample Clauses

Excluded Liabilities. Except as expressly set forth in Section 2.5 --------------------- hereof, the Buyer does not assume and shall not be deemed to have assumed or be responsible for any Liabilities of the Sellers. Without limiting the foregoing in any manner, the Assumed Liabilities do not include any of the following Liabilities and obligations of the Sellers, and the Sellers will promptly pay and perform and hold the Buyer harmless from and against: (A) any Liability or obligation relating to the Excluded Assets; (B) any Liability or obligation of the Sellers or any of their Affiliates in respect of any Taxes or any reporting requirement or estimated Tax payable with respect thereto relating to events or transactions occurring on or prior to the Closing Date, or any Liability for any property taxes for the tax year that includes the Closing Date, involving the Sellers or any of their Affiliates, the Business or the Acquired Assets, the transactions contemplated hereby, in whole or in part, or relating to the inclusion of any Affiliate of the Seller in a consolidated tax group or tax sharing arrangement with the Sellers or their Affiliates; (C) any Liability, claim or obligation relating to any Legal Proceeding arising from or relating to the Business, the Acquired Assets, the Inventory or other events or conditions occurring or existing prior to or on the Closing Date (including any warranty claim); (D) any Liability to any Employee or independent contractor or subcontractor of the Sellers or any other Person for termination pay or pension or other obligation in connection with the transactions that are the subject of this Agreement or otherwise, or for termination pay or pension or other obligations to former Employees or independent contractors or subcontractors of the Sellers or any other Person or otherwise pertaining to the Acquired Assets and attributable to employment or services provided prior to the Closing; (E) any Liability of Sellers for accounts payable due or owed by the Sellers or any of their respective Affiliates; (F) any Liability relating to the Excluded Agreements or the operations of the Sellers not strictly relating to the operation of the Business.

Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Sellers or any of their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Sellers shall, and shall cause each of their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) all trade accounts payable of Sellers to third parties; (c) any termination fee or other termination liability associated with the termination of the BP Supply Agreement; (d) any Liability for (i) Taxes of Sellers (or any stockholder or Affiliate of Sellers) or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Sellers pursuant to Section 6.14; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Sellers) of any kind or description (including any Liability for Taxes of Sellers (or any stockholder or Affiliate of Sellers) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (e) any Liabilities relating to or arising out of the Excluded Assets; (f) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the ownership or operation of the Business or the Purchased Assets to the extent such Action relates to such ownership or operation on or prior to the Closing Date; (g) any Liabilities of Sellers arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Sellers; (h) any Liabilities of Sellers to or for any present or former employees, officers, directors, retirees, independent contractors or consu...

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. Notwithstanding anything to the contrary in Section 1.6, Purchaser shall not assume and shall not have any liability or responsibility for any Liabilities of Sellers or any of their Affiliates (other than the Transferred Entities) of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation, the following: (a) all Liabilities in respect of Asbestos Claims (including, for the avoidance of doubt, all such Liabilities arising out of or relating to the conduct of the US Business or any assets, properties or rights (including the “Bendix” ▇▇▇▇) relating thereto); (b) all Liabilities to the extent relating to the Excluded Businesses or the Excluded Assets (including, for the avoidance of doubt, any real property formerly owned, leased or used in connection with the Business that is not owned, leased or used by the Business as of Closing); (c) all Retained Taxes; (d) all Indebtedness outstanding as of the Effective Time; (e) to the extent provided in Article 7, all Liabilities with respect to the employment or termination of employment prior to Closing of all Former Employees employed in France as of their last termination date with Seller or their Affiliates, and all Liabilities with respect to the Benefit Plans other than the Assumed Benefit Plans; (f) all costs in respect of the shutdown of operations at the Condé Facility, and any Liabilities incurred in connection with the sale, transfer, disposition or shutdown prior to Closing of any facility of the Business in France that is not a Transferred Asset; (g) all accounts and notes payable of any Seller, whether recorded or unrecorded, to divisions of Affiliates of Sellers, other than trade accounts payable to Transferred Entities or other parts of the Business; (h) all Liabilities in respect of Pre-Closing Product Liability Claims and Required Pre-Closing Product Recalls; (i) all Liabilities in respect of Required Pre-Closing Soil/Groundwater Remediation; (j) all Liabilities in respect of Required Pre-Closing Asbestos Remediation; (k) all Liabilities imposed by a Governmental Authority arising from enforcement action taken by a competent Governmental Authority in respect of Pre-Closing Environmental Non-Compliance; (l) subject to Sections 6.12, 11.2(d) and 11.4(d), all Liabilities in respect of TMD Claims; (m) all costs in respect of the shutdown of operations at the Guangzhou Facility; and (n) all Liabilities arising out of or re...

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. (i) Seller shall be responsible for the payment of the following liabilities (the “Excluded Liabilities”): (A) the Companies’ bonuses accrued as of the Closing Date under the Companies’ annual bonus plan calculated in the ordinary course of business consistent with past practice and in a manner consistent with the methodologies set forth on Schedule 2.2(c)(i)(A), (B) the Companies’ restructuring expenses accrued as of the Closing Date, calculated in a manner consistent with the calculation of such amounts in the Financial Statements, and (C) the amount of customer deposits by Sidley Austin held as of the Closing Date, to the extent that the services for which prepayment was made have yet to be performed, and (D) any customer discounts accrued as of the Closing Date, calculated in a manner consistent with the methodologies set forth on Schedule 2.2(c)(i)(D). (ii) Seller shall pay to Buyer (or its designee) the amounts of the Excluded Liabilities set forth in Sections 2.2(c)(i)(B) and (C) above within five Business Days after the Closing Date. (iii) Buyer shall deliver to Seller a calculation of the amount of accrued bonuses calculated in accordance with Section 2.2(c)(i)(A) and of the amount of accrued customer discounts calculated in accordance with Section 2.2(c)(i)(D), together with reasonable detail supporting each such calculation, on or before the 30th day after the Closing Date (provided that such 30th day is not before November 30, 2004). Seller shall have 15 days to review such calculations and raise objections if Seller believes that the amounts have not been calculated in accordance with Section 2.2(c)(i)(A) and Section 2.2(c)(i)(D), respectively. Any disputes with respect to the bonus or customer discount calculations shall be resolved in a manner consistent with the Neutral Auditor provisions set forth in Section 2.2(b)(iii). Seller shall pay to Buyer (or its designee) cash in the amounts of the Excluded Liabilities calculated as set forth in Sections 2.2(c)(i)(A) and (D) above within five Business Days after the end of such 15-day review period or, if Seller raises an objection within such period with respect to one or both calculations, within five Business Days after the resolution of the resulting dispute over such amount in accordance with the Neutral Auditor provisions. (iv) Seller’s payment to Buyer (or its designee) of the amounts of Excluded Liabilities calculated in accordance with this Section 2.2 shall discharge Seller’s responsibil...

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of ...

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 any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or conting...

Excluded Liabilities. Buyer will not assume or be liable for any Liabilities of Seller or any of its Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), which Excluded Liabilities include: (a) all Liabilities under debt instruments, loan documents, indentures, debentures, guarantees or other written obligations which involve indebtedness for borrowed money; (b) all accounts payable of Seller or any of its Affiliates; (c) all Liabilities arising under or with respect to any Related Party Contracts; (d) all Liabilities with respect to any employees of Seller or its Affiliates or arising under any Employee Benefit Plans and Arrangements; (e) all Liabilities to be paid or assumed by Seller under Article 10; (f) all Liabilities to the extent related to the Excluded Assets; (g) all Liabilities with respect to Seller’s or its Affiliate’s failure to comply with any Applicable Law prior to the Closing Date; (h) all Pre-Closing Environmental Liabilities; (i) all Liabilities for trade and consumer promotions relating to the Products arising from trade and consumer promotions occurring prior to the Closing Date; (j) all Liabilities for customer deductions to the extent attributable to Products sold prior to the Closing Date; (k) all Liabilities for legal, accounting, audit and investment banking fees, brokerage commissions and any other like expense incurred by Seller or any of its Affiliates in connection with the negotiation and preparation of this Agreement and the transactions contemplated by this Agreement; (l) all Liabilities for Taxes relating to the operation or ownership of the Business or any Acquired Assets for any Pre-Closing Period; and (m) all Liabilities arising from or relating to the use, ownership, operation or resale prior to the Closing Date of the Business or the Acquired Assets, other than the Assumed Liabilities.