Excluded Liabilities Sample Clauses
POPULAR SAMPLE Copied 132 times
Excluded Liabilities. The Parties agree that any Liabilities arising out of or attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time that are not expressly identified as Assumed Liabilities in Section 2.4 are not part of the Assumed Liabilities, and neither P66 Opco nor the Partnership Group nor any member thereof has assumed, and shall not assume or become obligated with respect to, any Liability first incurred, accrued or arising out of or attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time, including any Liabilities of the P66 Parties or their Affiliates existing immediately prior to the Effective Time, whether or not described specifically in this Section 2.5 (collectively, the “Excluded Liabilities”), all of which shall remain the sole responsibility of, and be discharged and performed as and when due by, the P66 Parties or their Affiliates from and after the Effective Time; provided, that, notwithstanding the foregoing, the term “Excluded Liabilities” shall not include the portion of 2016 property taxes owed by the Sponsor Entities prior to the Effective Time to the extent ▇▇▇▇▇▇ Frac LLC receives from the P66 Parties aggregate Service Fees (as such term is defined in each of the ▇▇▇▇▇▇▇ Cavern Storage Agreement and ▇▇▇▇▇▇ Frac Agreement) in 2016 of not less than the aggregate property taxes owed by the Sponsor Entities for 2016. The term “Excluded Liabilities” shall also include (a) the Construction Costs, (b) any cost or expense associated with updating or amending the existing Fractionator permit to the extent necessary to reflect the operation of the Fractionator as of the Effective Time and (c) all Liabilities direc...
Excluded Liabilities. Notwithstanding anything in Section 2.02(a) or Section 2.02(b) to the contrary, as of the Closing, the Delayed Closing or any applicable Later Closing, Parent or its Affiliates shall retain or assume, as applicable, and shall be responsible for paying, performing and discharging when due, and none of Buyer or its Affiliates shall assume or have any responsibility for, the following Liabilities of Parent or its Affiliates (the “Excluded Liabilities”):
(i) those Liabilities not relating to or arising out of the Business or the Purchased Assets (in the case of those Liabilities shared by the Business and the Medical Device Business, only that portion of such Liabilities not attributable to the Business shall be excluded hereby);
(ii) those Liabilities relating to or arising from any Parent Plan or for which Parent or its Affiliates are responsible pursuant to Article VI but excluding Employment Related Liabilities in respect of any Continuing Employee which are assumed by operation of Law by the Buyer or its Affiliates pursuant to the Transfer Regulations (and which, for the avoidance of doubt, are intended to be included within the definition of Indebtedness);
(iii) those Liabilities set forth on Section 2.02(c)(iii) of the Seller Disclosure Schedule;
(iv) those Liabilities relating to or arising out of product warranty obligations (express or implied) and product liability claims (other than product or packaging complaints that do not arise out of injury to person or property and other than product recalls) for products of the Business sold prior to the Closing;
(v) all accounts payable, Expenses and Indebtedness of Parent or its Affiliates (other than accounts payable of any Transferred Subsidiary included in the calculation of Net Working Capital and Indebtedness of any Transferred Subsidiary);
(vi) all intercompany payables and loans between Parent or any of its Affiliates (other than the Transferred Subsidiaries), on the one hand, and any Affiliates of Parent (other than the Transferred Subsidiaries), on the other hand;
(vii) (A) all obligations of Parent or its Affiliates to any broker, finder or agent for any investment banking or brokerage fees, finders’ fees or commissions relating to the transactions contemplated by this Agreement and (B) any other fees or expenses for which Parent or its Affiliates are expressly responsible for hereunder;
(viii) all Liabilities relating to any confidentiality, non-solicitation or similar agreements entered into by...
Excluded Liabilities. As of the Closing, Parent or its Affiliates shall retain (or, if necessary, expressly assume), and shall be responsible for paying, performing and discharging when due, and none of Buyer or its Affiliates shall assume (by succession, transfer or assignment or otherwise) or have any responsibility for, any Liabilities of Parent, any Seller or any of their Affiliates or equity owners other than the Assumed Liabilities (the “Excluded Liabilities”), including any of the following Liabilities:
(i) all Liabilities to the extent relating to or arising out of the Excluded Assets;
(ii) all Liabilities relating to or arising out of other assets or businesses of Parent or any of its Affiliates that are not included in the Purchased Assets or related to the Business;
(iii) all Liabilities of the Business associated with or relating to Parent or its Affiliates’ ownership, development or sale of any of the Purchased Assets or the operation of the Business, including any product liability claims for personal or property damage, injury or death arising out of or related to the use of (A) until the TSA End Date, a non-Disposable Product that is sold or otherwise distributed prior to the Closing Date in any medical procedure that occurs at any time, or (B) a Disposable Product that is a sold or otherwise distributed and used in any medical procedure that occurs prior to the Closing Date;
(iv) all intercompany payables and loans between Parent and any of its Affiliates, or between any Affiliate of Parent and any other Affiliate of Parent;
(v) all Liabilities for (i) Taxes of Parent or any of its Affiliates for any taxable period, (ii) Taxes with respect to the Business or the Purchased Assets for any Pre-Closing Tax Period, including Property Taxes allocable to Parent or any Seller under Section 6.03 and (iii) any Conveyance Taxes to be borne by Parent or any Seller pursuant to Section 6.02;
(vi) all Liabilities set forth on Schedule 2.02(b)(vi);
(vii) all accounts payable and accrued expenses and other current liabilities of Parent or its Affiliates to the extent generated by the Business;
(viii) all Liabilities relating to wages, salary, payroll, accrued vacation, accrued sick leave, severance, workers’ compensation, unemployment benefits, pension benefits, post-retirement welfare benefits, equity compensation or profit-sharing arrangements, health care plans or benefits or any other employee plans or benefits of any kind for current or former employees, consultants, or di...
Excluded Liabilities. The Purchaser is not assuming or agreeing to pay or discharge any of the liabilities or obligations of Tecumseh or the Asset Sellers that are not expressly assumed by the Purchaser under Section 1.2.3 including any of the following (all liabilities and obligations other than the Assumed Liabilities are herein referred to as the "Excluded Liabilities") (except with respect to items to be prorated pursuant to Section 10.16, which items shall be settled in accordance with Section 10.16):
(a) any indebtedness for borrowed money;
(b) any liability or obligation relating to or arising under any Excluded Asset;
(c) any Pre-Closing Environmental Liability;
(d) any liability, indebtedness or obligation of an Affiliate of Tecumseh owed or payable to an Affiliate of Tecumseh, including but not limited to Intercompany Payables and Inter-Division Investment Account;
(e) any liability or obligation for Taxes, benefits, contributions to pension or multiemployer plans, compensation and employment-related matters, including any liability or obligation relating to or arising under any Company Plans or the Mexican Federal Labor Law, other than those liabilities and obligations under the Transferred Company Plans expressly assumed by the Purchaser pursuant to Section 6.3;
(f) except for Transfer Taxes (which shall be paid in accordance with Section 10.2), any liability for Taxes (including those derived from any unbalance between the balance of inventories pursuant to temporary import pedimentos and their physical inventory of Fasco Mexico) applicable to, imposed upon or arising out of the sale or transfer of the Transferred Assets or any other transaction contemplated by this Agreement, including any income, transfer, sales, use, gross receipts or documentary stamp taxes and all penalties and interest related thereto;
(g) any liability or obligation relating to or arising out of claims for workers' compensation or employer's liability or other occupational disease or injury claims brought by, or in respect of, any employees or former employees of the Acquired Business, including the Employees as defined in Section 6.3.1, which claims arise in whole or in part out of events occurring or conditions existing on or prior to the Closing Date;
(h) any liability or obligation to provide parts or service on, or to replace, repair or recall, any products manufactured or sold by the Acquired Business on or prior to the Closing Date, and any other liabilities and obligations related to...
Excluded Liabilities. Notwithstanding anything contained in this Agreement to the contrary, immediately prior to the Closing, the Company shall assign and Sellers shall assume, and from and after such time Sellers shall be responsible for, only the following Liabilities of the Company (“Excluded Liabilities”):
(a) except as specifically listed in Section 2.1, all Liabilities relating to any Purchased Assets or the Business accruing, arising out of, or relating to events, occurrences, pending or threatened litigation, acts, omissions and claims happening or existing prior to the Closing, including all Liabilities arising from any breach of any Assumed Contract by Sellers or the Company on or prior to the Closing;
(b) any Liabilities for any Excluded Taxes;
(c) any Liabilities relating to the Transferred Employees accruing, arising out of, or relating to events, occurrences, pending or threatened litigation, acts, omissions and claims happening or existing prior to the Closing and any Liabilities arising out of or relating to the employment of any directors, employees or other service providers of Sellers or any of their Affiliates (other than the Transferred Employees), regardless of when arising;
(d) any Liabilities owed to any Seller or any of their Affiliates other than the Company;
(e) any Liability that relates to any Excluded Asset, unless otherwise included in the Final Closing Net Working Capital;
(f) any pending product liability or litigation claims relating to the sale of any goods happening prior to the Closing; and
(g) any Liability of the Company for expenses or fees relating to the preparation, negotiation or entering into of this Agreement, including fees of financial advisors, attorneys, consultants and accountants.
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. Except as set forth in Section 1(d), Masimo shall not assume or otherwise become obligated pursuant to this Agreement to pay when due, perform or discharge any debts, claims, liabilities, obligations, damages or expenses of Seller (whether known or unknown, contingent or absolute, or arising before, on or after the Closing Date), including, without limitation, liability for:
(i) Government Payments including without limitation deductions at source and withholdings for periods prior to the Closing Date,
(ii) defaults and payment obligations under contracts resulting from events or occurrences arising prior to the Closing Date,
(iii) Indebtedness,
(iv) any litigation or claims by a Governmental Entity or otherwise , including without limitation, that certain claim (initially identified as claim ▇▇▇-▇▇-▇▇▇▇▇▇-▇▇▇ and now known as claim ▇▇▇-▇▇-▇▇▇▇▇▇-▇▇▇) by Groupe Initiative S.A. against the Seller in respect of an account payable by Seller,
(v) obligations under contracts of Seller not listed on Schedule 1(b)(ii) hereto, including without limitation the Andromed Inc. Stock Option Plan, and the Service Agreement for Accounting Services between Seller and Andromed USA Inc. dated December 27, 2002,
(vi) Seller’s expenses arising from or relating to the transactions contemplated by this Agreement, including without limitation attorneys’ fees, accounting fees and investment banking fees,
(vii) obligations of Seller with respect to employees including the Transferred Employees (except as set forth in Section 2.1(d)), including, without limitation, (x) accrued vacation, salary, compensation, benefits or other rights, (y) all notices of termination of employment, indemnities in lieu of notice, severance pay or change-of-control awards owed to such employees as a result of their termination of employment, or (z) with respect to the Benefit Plans,
(viii) obligations of Seller to any party with respect to Transferred Employees relating to the period prior to the Closing Date
(ix) obligations of Seller in connection with the sale of Androfact to Agili-T Solutions Santé Inc;
(x) accounts payable and accrued liabilities resulting from events or occurrences arising prior to the Closing Date;
(xi) any liability arising from or in connection with any product manufactured or sold by Seller prior to the Closing Date;
(xii) any litigation or claims of any kind by a shareholder or former shareholder of Seller against Seller or Masimo demanding payment of any portion of the Purch...
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Seller or any of its Affiliates (including, without limitation, those related to the Business) of any kind, character or description whatsoever (the “Excluded Liabilities”). Seller shall discharge in a timely manner or shall make adequate provision for all of the Excluded Liabilities that affect the Business, Assets or Assumed Liabilities, provided that Seller shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any person or entity. Excluded Liabilities shall include, without limitation:
(a) all Taxes (other than Taxes that are Assumed Liabilities) including those that result from or have accrued in connection with the operation of the Business on or prior to the Closing Date;
(b) any Liability or obligation of Seller of any nature owed to any employees, directors, former employees, agents or independent contractors, whether or not employed by Buyer after the Closing, that (A) arises out of or relates to the employment or service provider relationship between Seller or its Affiliates (or any predecessor in interest) and any such individual(s) (including, but not limited to, claims for compensation, discrimination, harassment, or retaliation and any Liability under Seller’s Employee Benefit Plans); or (B) arises out of or relates to events, circumstances or conditions occurring on or prior to the Closing Date (including the transactions contemplated by this Agreement);
(c) all Accounts Payable arising on or prior to the Closing Date; * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions.
(d) Liabilities of Seller under the Assumed Contracts that were incurred, arose or became payable on or prior to the Closing Date;
(e) all Liabilities of Seller and its Affiliates under the Registrations, to be performed, or which relate to any event, circumstance or condition occurring, on or prior to the Closing Date;
(f) all Liabilities with respect to accrued expenses incurred on or prior to the Closing in connection with the CV Products or the Business;
(g) all Liabilities arising out of claims of third parties for damage or injury suffered as the result of defective products sold or manufactured on or prior to the Closing Dat...
Excluded Liabilities. The Purchaser shall not assume and shall have no obligation to discharge, perform or fulfill any liabilities or obligations of any Vendor or claims against any Vendor related to any Vendor’s Purchased Assets of any kind whatsoever in respect of the period of time prior to the relevant Closing Date, including, but not limited to, with respect to each Vendor:
(a) any such liabilities or obligations of that Vendor incurred or accrued prior to the relevant Closing Date of that Vendor’s Purchased Assets, including but not limited to, any claim by a third party arising out of or in connection with the operation of the business of the Vendor or any operating expenses of Vessels on or before the relevant Closing Date;
(b) all Taxes of or relating to that Vendor or, with respect to any period of time prior to the relevant Closing Date, as the case may be, of that Vendor’s Purchased Assets;
(c) all such liabilities in respect of indebtedness of that Vendor to all persons;
(d) all such claims and liabilities relating to services provided by that Vendor prior to the relevant Closing Date, as the case may be, of that Vendor’s Purchased Assets;
(e) any such claims, obligations and liabilities relating to or arising out of the employment of all crew and sea-going employees employed by the Vendor or a sub-contracted party on any of its Vessels, including liens for master’s disbursements incurred in the ordinary course of trading and unpaid crew’s wages, including liabilities secured by the liens described in paragraph (iii) of the definition of Permitted Encumbrances;
(f) all liabilities which relate to a period of time prior to the relevant Closing Date of that Vendor’s Purchased Assets;
(g) any such obligations or liabilities of that Vendor related to any breach or default of any kind by that Vendor existing or relating to a period of time prior to the relevant Closing Date of that Vendor’s Purchased Assets or arising as a consequence of the transactions contemplated by this Agreement; and
(h) subject to Section 7.2, any liabilities or obligations of any Vendor under the Memoranda of Agreement, the Ship Building Contract or the Purchase Option Charters. Each Vendor shall indemnify and save harmless the Purchaser from and against all such liabilities, debts, obligations and claims in accordance with Section 8.5.
Excluded Liabilities. Except for the Assumed Liabilities, Purchaser shall not assume or agree to pay, perform or discharge any liabilities or obligations of Sellers, whether accrued, absolute, contingent or otherwise, including without limitation liabilities based on or arising out of or in connection with (a) any defects in products manufactured, rented or sold by Sellers prior to the Effective Date, (b) any implied or express warranties relating to such products, (c) any pension or other benefit liability relating to Sellers' employees, (d) any federal, state, local or foreign income, sales, real or personal property or other taxes, assessments, fees, levies, imposts, duties, deductions or other charges of any nature whatsoever (including without limitation interest and penalties) imposed by any law, rule or regulation that are attributable or relating to the assets of the business of Sellers for any periods ending on or before the Effective Date, or that may be applicable because of Sellers' sale of their business or any of the Assets to Purchaser, (e) any claims by any of Sellers' directors, officers, employees or stockholders relating to this Agreement or its performance or consummation, or any claims by any of them relating to or arising out of (i) their employment (including without limitation any modification or termination thereof) by Sellers, (ii) any employment contract with either Seller or (iii) any pension or other benefit liabilities of Sellers, (f) any claims or conditions arising under or relating to Environmental Laws or similar legal requirements attributable or relating to the Assets (including, without limitation, the operation thereof) or the business of Sellers prior to the Effective Date, (g) any unlicensed or other unauthorized use by Sellers of any patented or unpatented invention, trade secret, copyright, trademark or other intellectual property right, (h) any dividend or other distribution declared or otherwise payable by Sellers, (i) any note, account payable or other obligation of Sellers to any affiliate, or (j) any fees payable to Concord Partners Ltd.