Certain Excluded Liabilities Sample Clauses

Certain Excluded Liabilities. From and after the Closing, Seller shall be responsible for, and shall indemnify Buyer, the Company and the Division Entities from and against (as an Excluded Liability) any liability or obligation (including any obligation to pay any deductible or similar retention amount under the applicable policy limits, which limits will be confirmed to Buyer in writing within 72 hours of the execution of this Agreement) arising out of or relating to any event, circumstance, act or omission that occurs prior to the Closing and that is covered by a professional liability, general liability, automobile, workers’ compensation, property and casualty, or other occurrence based insurance policy of Seller or any of its Affiliates (including self insurance programs and arrangements), including all matters listed or required to be listed on Section 3.21 of the Disclosure Letter and, to the extent applicable, any matter listed or required to be listed on Section 3.12(a) of the Disclosure Letter and Section 5.9 of the Disclosure Letter. For the avoidance of doubt, from and after the Closing, Seller shall also be responsible for, and shall indemnify Buyer against (as Excluded Liabilities), any claims by Business Employees under any of Seller’s health and welfare plans for healthcare services provided on or prior to the Closing Date.
Sample 1
AutoNDA by SimpleDocs
Certain Excluded Liabilities. Prior to the Closing Date, Seller ------------------------------ shall cause the Company or its Subsidiaries, as the case may be, to assign, transfer and convey to Seller, and Seller shall accept from the Company or such Subsidiary, all obligations and liabilities identified on Schedule 7.16 attached ------------- hereto (the "EXCLUDED LIABILITIES").
Sample 1
Certain Excluded Liabilities. Notwithstanding the fact that the transaction contemplated by this Agreement is structured as a purchase of the Membership Interests, Sellers acknowledge and agree that after the Closing, Buyer, the Company and the Company’s Subsidiaries shall have no liability or responsibility for the Excluded Liabilities.
Sample 1
Certain Excluded Liabilities. The Seller shall pay and perform when due, and shall cause its Affiliates to pay and perform when due, all such Excluded Liabilities as could reasonably be expected to result in a Material Adverse Effect after the Effective Time (specifically including Excluded Liabilities owing by the Seller or its Affiliates to Braintree and Verdugt), except, however, those Excluded Liabilities that are subject to a bona fide dispute.
Sample 1
Certain Excluded Liabilities. Sellers shall make all necessary transfers and assumptions and take all other necessary actions, and as applicable shall cause their Subsidiaries to make such provisions, transfers, and assumptions and to take such actions, such that, from and after the Closing, the Transferred Subsidiaries that are not Transferred Debtor Subsidiaries have no Liability for any of the Liabilities listed on Section 1.03(e) of Sellers' Disclosure Schedule.
Sample 1
Certain Excluded Liabilities. If any of the liabilities and obligations assumed by Buyer are ultimately determined to be Excluded Liabilities, Company shall assume, and agree to pay, perform, fulfill and discharge (without further consideration), such Excluded Liabilities and Buyer and Company shall execute such documents or instruments of assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Liabilities to Company.
Sample 1
Certain Excluded Liabilities. If any of the Assumed Liabilities are ultimately reasonably determined by Buyer to be Excluded Liabilities, Seller shall assume, and agree to pay, perform, fulfill and discharge (without further consideration), such previously Assumed Liabilities that are determined by Buyer to be Excluded Liabilities and Buyer and Seller shall execute such documents or instruments of assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Liabilities to Seller.
Sample 1
AutoNDA by SimpleDocs
Certain Excluded Liabilities. Purchaser shall not assume, pay, perform, discharge or in any way be liable or responsible for any of the following debts, liabilities or obligations ("Excluded Liabilities"):
Sample 1

Related to Certain Excluded Liabilities

  • Assumed and Excluded Liabilities (a) The applicable Transferred Company shall assume and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement, (ii) all Liabilities in respect of the Assigned Contracts and (iii) all Liabilities set forth on Annex 2.3(a) ((i), (ii) and (iii) collectively, the “Assumed Liabilities”) and (b) one or more members of Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset, whether incurred before, on or after the Closing, (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, except to the extent expressly assumed by Buyer under Section 6.6, (iii) all Taxes for which Seller is responsible under Section 6.5(a), (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than Liabilities relating to, arising out of or resulting from (x) the provision of ILEC Services as conducted on the date of this Agreement or as of the Closing, (y) any similar business conducted by the Transferred Companies prior to the date of this Agreement that would constitute an ILEC Service but for the date restrictions contained in the definition thereof or (z) the Transferred Companies’ historic wireline business conducted within the Territory), and (vi) all Liabilities set forth on Annex 2.3(b), whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities (other than clause (v) of the definition thereof) are not intended to create and expressly exclude any obligation of any member of the Seller Group to assume or be responsible for any Liability related to the infringement, misappropriation or other violation of any Intellectual Property rights.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Certain Liabilities Except as disclosed on Schedule 4.10, to such Credit Parties’ knowledge, none of the present or previously owned or operated Property of any such Credit Party or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Credit Party, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Assumption and Retention of Liabilities; Related Assets (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

  • Intercompany Liabilities Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and

Time is Money Join Law Insider Premium to draft better contracts faster.