Excluded Obligations and Liabilities Clause Samples
Excluded Obligations and Liabilities. It is expressly understood and ------------------------------------ agreed that, except as specifically provided in Section 2.3, Buyer shall not be obligated to pay, perform or discharge any debt, obligation, cost, expense or liability of Seller, whether absolute or contingent, known or unknown ("Excluded Liabilities"), including, but not limited to debts, obligations, costs, expenses and liabilities:
(a) related to any of the Excluded Assets or to any employees of Seller, including all severance, retirement, medical and other benefits payable to employees or former employees of the Business or of Seller or to their dependents or beneficiaries), except as specifically stated in Section 2.3(c) above;
(b) for the Accounts Payable (except any Accounts Payable arising from the Assigned Contracts on or after the Closing Date);
(c) for any Taxes owed by Seller, including without limitation, any foreign, federal, state or local Tax (i) based on income or revenues of Seller, or any state franchise tax or sales or use taxes of Seller, (ii) based on wages earned by employees of Seller (as that term is defined under Section 3121 of the Code), or (iii) based on the transfer of motor vehicles by reason of the existence or operations of Seller prior to the Closing Date;
(d) for any losses, costs, damages, judgments, penalties, expenses, fines, debts, liabilities and obligations of any nature whatsoever based upon or arising (i) from any agreement, commitment, undertaking, law, rule, regulation, order or other obligations, or (ii) out of any claims or actions against Seller or Buyer, in either case arising out of events, facts, circumstances or conditions existing on or occurring prior to the Closing Date, whether or not filed or known to Seller prior to the Closing Date, unless such claims arise from Buyer's failure to perform an Assumed Obligation;
(e) for any of the liabilities or expenses of Seller incurred in the negotiation of and carrying out of its obligations under this Agreement;
(f) for liabilities and obligations of Seller to Buyer created by this Agreement;
(g) for any product liability resulting from any product sold by Seller prior to the Closing Date or any tort liability of Seller arising out of the Assets or the Business not expressly assumed by Buyer hereunder;
(h) for any pre-Closing Date breach or violation of any of the Assigned Contracts unless such breach or violation is specifically disclosed on Schedule 2.4(h) and assumed by Buyer; or
(i) for an...
Excluded Obligations and Liabilities. Any failure by Sellers to pay any Excluded Obligation and Liabilities.
Excluded Obligations and Liabilities. It is expressly understood and ------------------------------------ agreed that, except as specifically provided in Section 2.3, Buyer shall not be obligated to pay, perform or discharge any debt, obligation, cost, expense or liability of Seller, whether absolute or contingent, known or unknown ("Excluded Liabilities"), including, but not limited to debts, obligations, costs, expenses and liabilities:
(a) related to any of the Excluded Assets or to any employees of Seller except as specifically stated in Section 2.3(c) above;
(b) for the Accounts Payable (except any Accounts Payable arising from the Assigned Contracts on or after the Closing Date);
(c) for any Taxes owed by Seller, including without limitation, any foreign, federal, state or local Tax (i) based on income or revenues of Seller, or any state franchise tax or sales or use taxes of Seller, (ii) based on wages earned by employees of Seller (as that term is defined under Section 3121 of the Code), or (iii) based on the transfer of motor vehicles by reason of the existence or operations of Seller prior to the Closing Date;
(d) for any losses, costs or damages based upon or arising (i) from any agreement, commitment, undertaking, law, rule, regulation, order, or other obligations, or (ii) out of any claims or actions against Seller or Buyer, in either case arising out of events, facts or circumstances occurring prior to the Closing Date whether or not filed or known to Seller prior to the Closing Date, unless such claims arise from Buyer's failure to perform an Assumed Obligation;
(e) for any of the liabilities or expenses of Seller incurred in the negotiation of and carrying out of its obligations under this Agreement;
(f) for liabilities and obligations of Seller to Buyer created by this Agreement;
(g) for any product liability resulting from any product sold by Seller prior to the Closing Date or any tort liability of Seller arising out of Assets not expressly assumed by Buyer hereunder;
(h) for any pre-Closing Date breach or violation of any of the Assigned Contracts unless such breach or violation is specifically disclosed on Schedule 2.4(h) and assumed by Buyer; or
(i) for any regulatory user fees attributable to the Assets or the Business for the period prior to the Closing Date and payable to the Commission.
Excluded Obligations and Liabilities. Except as otherwise specifically provided in this Agreement, no Purchaser shall assume, cause to be assumed or be deemed to have assumed or caused to have assumed, (a) any obligation or liabilities of Seller, or any Affiliate of Seller arising out of or resulting from acts or omissions of Seller or any of its Affiliates in respect of the Assets prior to the Closing Date other than the Assumed Obligations, (b) except as required by law, any employee benefit plan or arrangement of Seller or ADC or any liabilities or obligations thereunder, (c) Seller's obligations under this Agreement and (d) commitments by ADC to invest in any ADC Development Projects unless designated in writing by FW for inclusion in the ADC Assets (such obligations and liabilities not assumed hereunder the "Excluded Liabilities").
Excluded Obligations and Liabilities. Notwithstanding anything ------------------------------------- stated in this Agreement to the contrary, ▇▇▇▇▇▇▇ Fleet does not and shall not assume, pay, perform or discharge any liabilities and obligations not described in Section 1.3 above (the "Excluded Liabilities").
Excluded Obligations and Liabilities. The Purchaser shall not assume and shall have no obligation to discharge, perform or fulfil the Excluded Obligations.
Excluded Obligations and Liabilities. For greater certainty, the Purchaser is not assuming and will not be responsible for any of the Liabilities of or Contracts entered into by Vendor, whether or not relating to the Business. Vendor will be responsible for the performance and satisfaction of all Liabilities and Contracts entered into by Vendor pertaining to the Business and the Purchased Assets, including without limitation the following:
(a) Liabilities arising or existing under or in respect of Contracts entered into by Vendor, prior to Closing;
(b) Liabilities relating to the Purchased Assets arising or existing before Closing; or
(c) Taxes of or relating to the Business or the Purchased Assets for any period prior to Closing, all of which collectively called the “Excluded Liabilities,” which shall expressly exclude liabilities for Taxes properly payable by Purchaser pursuant to Section 8.1 of this Agreement.
Excluded Obligations and Liabilities. Notwithstanding anything stated to the contrary, Ludlow does not and shall not assume, pay, perform or discharge any of the following liabilities and obligations (the "Excluded Liabilities"):
(a) all liabilities and obligations relating to any contract, commitment, lease, purchase order, contract to purchase raw materials, contract for services and supplies, contract to sell products or any other agreement (whether written or oral) of Lydall which is not an Assigned Contract or a Non-Material Contract;
(b) all liabilities and obligations of Lydall which may arise by reasons of or with respect to this Agreement or any of the transactions contemplated (including, without limitation, legal, accounting, brokerage, investment banking or finder's fees);
(c) all liabilities and obligations which are intercompany accounts (between Lydall and any of its Affiliates);
(d) all liabilities and obligations arising out of the employment and/or termination of employment of any employee of Lydall prior to the Closing Date;
(e) all liabilities and obligations of Lydall for Taxes attributable to the operations of the Business for any period ending prior to or on the Closing Date;
(f) all liabilities and obligations under or with respect to any employee benefit plan, program (including accrued vacation benefits), contract or arrangement covering past or present employees of the Business and/or their beneficiaries as of the Closing Date;
(g) all liabilities and obligations for infringement or misappropriation arising from the use of Intellectual Property by Lydall on or prior to the Closing Date;
(h) all liabilities and obligations arising out of Lydall's Economic Value Added incentive compensation program;
(i) all liabilities and obligations resulting from product liability claims for damage or injury to persons or property arising from ownership, possession or use of any product manufactured by the Business prior to Closing;
(j) all liabilities and obligations resulting from environmental or safety practices or claims for damage or injury to persons or property relating to the conduct of the Business prior to Closing;
(k) the goodwill from purchased assets; and
(l) all liabilities and obligations of any nature relating to the Excluded Assets.
Excluded Obligations and Liabilities. For greater certainty, the Purchaser is not assuming and will not be responsible for any liabilities, debts or obligations of the Vendor or the Subsidiary, whether present or future, absolute or contingent and whether or not relating to the Business, other than the Assumed Obligations. The Vendor agrees to indemnify and hold harmless the Purchaser from and against all Damages the Purchaser may suffer in respect of any liabilities, debts or obligations of the Vendor or the Subsidiary which are not part of the Assumed Obligations. Notwithstanding the foregoing, the Vendor shall not be obligated to indemnify the Purchaser for any such liabilities, debts or obligations which result directly from actions taken by the Vendor in respect of the Business during the Interim Period if and to the extent that such actions are undertaken at the request of the Purchaser.
Excluded Obligations and Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume or be deemed to have assumed any obligations or liabilities of the Seller except those expressly set forth in Paragraph 2.2 hereof.