Liabilities Not Assumed by Purchaser. Purchaser shall not assume or be liable for, and Seller shall retain, any and all of the following obligations or other Liabilities of Seller (the “Excluded Liabilities”): (i) all obligations and Liabilities to make all disbursements with respect to the Deposits to the extent attributable to any period ending prior to the Effective Time; (ii) all obligations and Liabilities to make disbursements with respect to the Suspected Fraud Deposits to the extent attributable to any period, whether or not such period ends prior to the Effective Time; (iii) all other obligations or Liabilities of Seller with respect to the Program, the Acquired Contracts or the Prepaid Cards to the extent attributable to any period ending prior to the Effective Time; (iv) the obligations and Liabilities of Seller under the Acquired Contracts to the extent attributable to any period ending prior to the Effective Time; and (v) all Liability for Taxes imposed with respect to the Program to the extent attributable to any period ending prior to the Effective Time.
Appears in 1 contract
Sources: Agreement to Purchase Assets and Assume Liabilities (Green Dot Corp)
Liabilities Not Assumed by Purchaser. Purchaser shall not assume or be liable for, and Seller shall retain, any and all of the following obligations or other Liabilities of Seller (the “Excluded Liabilities”):
): (i) all i)all obligations and Liabilities to make all disbursements with respect to the Deposits to the extent attributable to any period ending prior to the Effective Time;
; (ii) all ii)all obligations and Liabilities to make disbursements with respect to the Suspected Fraud Deposits to the extent attributable to any period, whether or not such period ends prior to the Effective Time;
; (iii) all iii)all other obligations or Liabilities of Seller with respect to the Program, the Acquired Contracts or the Prepaid Cards to the extent attributable to any period ending prior to the Effective Time;
; (iv) the iv)the obligations and Liabilities of Seller under the Acquired Contracts to the extent attributable to any period ending prior to the Effective Time; and
and (v) all v)all Liability for Taxes imposed with respect to the Program to the extent attributable to any period ending prior to the Effective Time.
Appears in 1 contract
Sources: Asset Purchase Agreement