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 Seller 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, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, 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.
Excluded Assets and Liabilities. There shall be excluded from the sale and purchase of the Business and retained by the Vendor:
Excluded Assets and Liabilities. 6.1 Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller be deemed to sell, transfer, assign, convey or deliver any of the Excluded Assets to the Buyer, and the Seller shall retain all right, title and interest to, in and under, and all Liabilities with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “
Excluded Assets and Liabilities. Notwithstanding any other provision of this Agreement to the contrary, any Assets of the Seller other than the Purchased Assets are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing. The Buyer does not, and shall not be deemed to, assume or otherwise be responsible for any Liabilities of the Seller (including, without limitation, any Liabilities arising out of or relating to the Purchased Assets), all of which shall remain Liabilities of the Seller. The Seller shall pay, perform and discharge all of its Liabilities encumbering directly or indirectly any of the Purchased Assets in full at or prior to the Closing.
Excluded Assets and Liabilities. Notwithstanding the provisions of Section 2.1, (a) Fluidigm and Oculus expressly acknowledge and agree that Oculus shall not sell, transfer, assign, convey or deliver to Fluidigm, and Fluidigm shall not purchase, acquire or accept from Oculus, any right, title or interest of Oculus in or to any other property or assets of Oculus, and (b) Fluidigm does not assume, and Oculus does not transfer or assign, any liabilities or obligations, whether presently fixed and determined, contingent or otherwise, of Oculus.
Excluded Assets and Liabilities. (a) It is understood and agreed that Purchaser is not acquiring from Seller, and Seller shall retain ownership of all right, title and interest in and to, any property or asset which is not being transferred pursuant to Section 2.1 hereof (including but not limited to (i) the existing or any currently anticipated future name of Seller or derivation thereof and (ii) any logos, service marks, trademarks, advertising material, slogans, or similar items used on or prior to the Closing Date by Seller in connection with its business) and the assets and liabilities set forth on Schedule 2.2 (collectively, the "Excluded Assets").
Excluded Assets and Liabilities. Prior to the Closing Date, ------------------------------- the Company shall transfer all right, title and interest to, and all responsibility in respect of, the Excluded Assets and Liabilities to the Sellers or their respective designees. The Sellers hereby agree to indemnify the Buyer Indemnitees from and against all Losses and Liabilities attributable to the Excluded Assets and Liabilities.
Excluded Assets and Liabilities. The list of Assets described in this Agreement as being purchased is pursuant to the descriptions herein and the attached Appendices and the Parties agree that all remaining assets of ESSI and/or Seller are not to be purchased pursuant to this Agreement and shall be Excluded Assets. It is further agreed that in acquiring the Assets, Buyer is not assuming or undertaking to assume and shall have no responsibility for any liabilities whether fixed or contingent, past, present or future, or direct or indirect, arising out of or in connection with the Assets, or any other acts or omissions of Seller or ESSI in connection therewith prior to the Closing (collectively referred to as the "Excluded Liabilities"), including without limitation, (i) any claim arising out of or in connection with the failure by Seller or ESSI to comply with any applicable government regulation; (ii) federal, state or local tax liabilities (including any depreciation, investment tax credit recapture and rollback taxes); (iii) any claim arising out of or in connection with any Employee Plans of Seller or ESSI or with the employment by Seller or ESSI of any of its employees or any past employees or with the termination of any current employees; (iv) any claim resulting from defective products or workmanship (including any recalls or returns with respect thereto) related to goods or services invoiced prior to Closing; (v) any claim arising from environmental liabilities, and (vi) any claim under any provision of the New York Uniform Commercial Code or bulk sales law. LIMITATIONS ON WARRANTIES. EXCEPT FOR THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS AND NEGATES AND BUYER HEREBY WAIVES, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. AS EXAMPLES AND FOR THE AVOIDANCE OF DOUBT, BUT WITHOUT LIMITATION OF THE FOREGOING, THE ASSETS SHALL BE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE QUANTITY, PROFITABILITY, COLLECTIBILITY, QUALITY, CONDITION, SIZE, WEIGHT, SERVICEABILITY, CONFORMITY TO SAMPLES OR ANY OTHER ASPECT OF THE FIXTURES, EQUIPMENT OR OTHER PERSONAL PROPERTY INCLUDED AMONG THE ASSETS, ALL OF WHICH SHALL BE CONVEYED TO THE BUYER AS IS, WHERE IS, AND WITH ALL FAULTS AND DEFECTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND WITHOUT ANY WARRANTIES WHATSOEVER OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. THE B...
Excluded Assets and Liabilities. The Vendor hereby acknowledges and agrees that the Purchaser:
Excluded Assets and Liabilities. Notwithstanding any provision in this Agreement, Purchaser is acquiring only the Acquired Assets and not any Excluded Assets and assuming only the Assumed Liabilities and not any Excluded Liabilities. The Excluded Assets and Excluded Liabilities will not be conveyed hereunder by Seller and its Affiliates, as the case may be.
