Excluded Assets and Liabilities definition

Excluded Assets and Liabilities means those certain assets and properties (including any and all petroleum and hydrocarbon inventory) and certain responsibilities, coverages and liabilities that might otherwise be considered as part of the Assets or the Contracts but are being retained by TRMC and are not being contributed, transferred or assumed to or by the General Partner, the Partnership or the Operating Company as part of the transactions contemplated by this Agreement, as set forth on Exhibit C to this Agreement.

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Excluded Assets and Liabilities has the meaning set forth in Section 2.1(c) of this Agreement.

Excluded Assets and Liabilities has the meaning set forth in Section 3.6.

Examples of Excluded Assets and Liabilities in a sentence

The Sellers hereby agree to indemnify the Buyer Indemnitees from and against all Losses and Liabilities attributable to the Excluded Assets and Liabilities.
Notwithstanding anything contained in this Instrument to the contrary, the Assets shall not include any of the Excluded Assets and Liabilities (both as defined in the Contribution Agreement).
Notwithstanding the foregoing, Operating Company does not assume, or agree to pay, discharge or perform when due, any Excluded Assets and Liabilities (as defined in the Contribution Agreement).
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.
Notwithstanding the foregoing, the Operating Company does not assume, or agree to pay, discharge or perform when due, any Excluded Assets and Liabilities.

More Definitions of Excluded Assets and Liabilities

Excluded Assets and Liabilities means those certain assets and properties (including any and all ethanol inventory) and certain responsibilities, coverages and Liabilities that might otherwise be considered as part of the Assets but are not being sold, transferred or assigned as part of the transactions contemplated by this Agreement, as set forth on Exhibit C to this Agreement.

Excluded Assets and Liabilities means those certain assets and properties (including any and all petroleum and hydrocarbon inventory) and certain responsibilities, coverages and liabilities that might otherwise be considered as part of the Assets but are not being contributed or transferred as part of either the ▇▇▇▇▇▇ ▇▇▇▇▇ Contribution or the TRMC Contribution, as set forth on Exhibit C to this Agreement.

Excluded Assets and Liabilities means the Excluded Assets (as defined below) and the Excluded Liabilities (as defined below). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Share Exchange Agreement, dated October 19, 1999, among Rugby, Parent and the Company, to which this Annex 1 is attached.

Excluded Assets and Liabilities means the assets, properties, responsibilities, coverages or liabilities, as set forth on Exhibit C to this Agreement that might otherwise be considered part of the Assets.

Excluded Assets and Liabilities has the meaning set forth in Section 5.14(a). “Excluded Assets and Liabilities Transfer” has the meaning set forth in Section 5.14(a). “Excluded Customer” means any customer that is (a) a private equity or other fund sponsor and its individual funds and portfolio companies or (b) a Japanese Corporate

Excluded Assets and Liabilities shall have the meaning set forth in Section 2.1(b) hereof.

Excluded Assets and Liabilities means the following assets and any related liabilities and obligations of the Company as of the Closing Date, whether tangible or intangible, real or personal, known or unknown, fixed or contingent or otherwise, which are not included in the Company Assets and will not be acquired by Purchaser hereunder, all of which are described below: