Excluded Assets and Excluded Liabilities. Subject to Section 11.2 hereof, any asset (including Accounts Receivable) or any liability, all other remittances and all mail and other communications that are determined by the parties' agreement, or, absent such agreement, determined by litigation, to be or otherwise relate to an Excluded Asset or an Excluded Liability and that is or comes into the possession, custody or control of Purchaser (or its successors in interest or assigns, or its respective affiliates) shall forthwith be transferred, assigned or conveyed by Purchaser (or its respective successors in interest or assigns and its respective affiliates) to Seller at Seller's cost. Until such transfer, assignment and conveyance, Purchaser (and its respective successors in interest and assigns and its respective affiliates) shall not have any right, title or interest in or obligation or responsibility with respect to such asset or liability except that Purchaser shall hold such asset in trust for the benefit of Seller. Purchaser (and its respective successors in interest and assigns and its respective affiliates) shall have neither the right to offset amounts payable to Seller under this Section 9.1 against, nor the right to contest its obligation to transfer, assign and convey to Seller because of, outstanding claims, liabilities or obligations asserted by Purchaser against Seller including but not limited to pursuant to the post-Closing Purchase Price adjustment of Section 1.4 and the indemnification provisions of Section 10.2. The terms of this Article 9 shall not be subject to the time limitations contained in Section 10.1 of this Agreement.
Excluded Assets and Excluded Liabilities. In furtherance of the assignment, transfer and conveyance of the Excluded Assets and the Excluded Liabilities set forth in Section 2.2 (c) and (d), simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Company shall execute and deliver, and shall cause each member of the Company Group to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of the Company's and the Company Group's right, title and interest in and to the Excluded Assets to Parent and (ii) Parent shall execute and deliver, to the Company and the Company Group such bills of sale, stock powers, certificates of title, assumptions of contracts and other instruments as and to the extent necessary to evidence the valid and effective assumption of Excluded Liabilities by Parent.
Excluded Assets and Excluded Liabilities. Subject to Section 11.2 hereof, any asset or any liability, all other remittances and all mail and other communications that is an Excluded Asset or an Excluded Liability (a) pursuant to the terms of this Agreement, (b) as otherwise determined by the Parties’ mutual written agreement or (c) absent such agreement, as determined by adjudication by a court or similar tribunal, and which comes into the possession, custody or control of Purchaser (or its successors-in-interest, assigns or Affiliates) shall within five (5) business days following receipt be transferred, assigned or conveyed by Purchaser (and its successors-in-interest, assigns and Affiliates) to Seller at Purchaser’s cost. Purchaser (and its successors-in-interest, assigns and Affiliates) shall not have any right, title or interest in or obligation or responsibility with respect to, such asset or liability except that Purchaser shall hold such asset in trust for the benefit of Seller.
Excluded Assets and Excluded Liabilities. Other than the Purchased Assets, the Seller is not selling, conveying, transferring, assigning or delivering to Purchaser, and Purchaser is not purchasing or assuming, any of Seller’s right, title and interest in and to any tangible or intangible property of Seller (whether or not used in or in connection with the operation of the Restaurants) or any other restaurant assets owned by Seller or any of its affiliates. Other than those liabilities contained in the Assumed Contracts, Purchaser shall not assume or otherwise become liable for any liability, obligation or commitment of any nature whatsoever of Seller, whether known or unknown, (collectively “Excluded Liabilities”). Seller shall, and shall cause each of its 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, Purchaser is not assuming and shall not indemnify Seller, or any of its Affiliates against any liability, obligation, duty or responsibility of Seller, or any of its Affiliates:
Excluded Assets and Excluded Liabilities. The Seller covenants to the Buyer that prior to the Closing, Imperial shall transfer and assign to the Seller, and the Seller shall accept and assume, all of the Excluded Assets and all of the Excluded Liabilities, and the Seller shall cause all related reserves to be eliminated from the financial books and records of Imperial.
Excluded Assets and Excluded Liabilities. Section 3.27 of the Seller Disclosure Letter sets forth a true and complete listing of each PRIAC Excluded Contract in force as of the date hereof. Seller has made available to Buyer complete copies of each of the PRIAC Excluded Contracts. The Acquired Companies (other than PRIAC and GPSI) have no Excluded Liabilities. There are no PRIAC Excluded Insurance Policies which are not PRIAC Excluded Contracts.
Excluded Assets and Excluded Liabilities. From and after the Effective Date, the Purchaser will have operational control and responsibility of the management of the Excluded Assets and Excluded Liabilities.
Excluded Assets and Excluded Liabilities. Subject to Sections 9.4, 9.5 and 11.2, any asset, liability, remittance, mail or other communication that constitutes an Excluded Asset or an Excluded Liability (a) pursuant to the terms of this Agreement or the Agreement and Plan of Merger, (b) as otherwise determined by mutual written agreement of Purchaser and the Seller Representative, or (c) absent such agreement, as determined by adjudication by a court or similar tribunal, and which comes into the possession, custody or control of Purchaser, shall within five (5) business days following receipt by Purchaser be delivered by it to the Seller Representative. Except for such delivery obligation, Purchaser shall not have any right, title or interest in or obligation or responsibility with respect to such asset, liability, remittance, mail or communication except that pending delivery thereof to the Seller Representative Purchaser shall hold such asset in trust for the benefit of Sellers.
Excluded Assets and Excluded Liabilities. From and after the Effective Date, the Purchaser will have operational control and responsibility of the management of the Excluded Assets, excluding any personal assets of Xxxxx, and Excluded Liabilities.
Excluded Assets and Excluded Liabilities. Prior to the Effective Time, Transferor shall (a) sell, transfer, assign, distribute or otherwise convey to another Person the Excluded Assets and (b) pay, transfer, extinguish or otherwise relieve itself of its obligation to pay the Excluded Liabilities, in each case in a manner that does not allow for any post-Closing liability (in the case of Excluded Liabilities) or right (in the case of Excluded Assets) on the part of CCI. Holdings shall be responsible for, and shall indemnify CCI and its affiliates with respect to, any Taxes arising from the transfers pursuant to this Section 5.11 and Section 9.07(a).
