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.
Excluded Assets and Liabilities has the meaning set forth in Section 2.1(c) of 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 Xxxxxx Xxxxx Contribution or the TRMC Contribution, as set forth on Exhibit C to this Agreement.

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.

  • The balance sheet as of June 30, 2021 contained in such carveout financial statements does not include any Excluded Assets and Liabilities and reflects all assets and liabilities of the Bank and the Transferred Subsidiaries (after giving effect to the Excluded Assets and Liabilities Transfer) required to be set forth on such balance sheet.

  • The purchase price is based upon Union Bank having $6.25 billion of tangible book value at closing after giving effect to the Excluded Assets and Liabilities Transfer and the Special Dividend, as described below.

  • A separate application for approval of Excluded Assets and Liabilities Transfer will be submitted to the JFSA within 90 days of U.S. Bancorp’s agreement to a final form of the P&A Agreement.

  • On a combined basis, and after giving effect to the Excluded Assets and Liabilities Transfer, they would hold less than 7%, of California’s $2.1 trillion in total state deposits.


More Definitions of Excluded Assets and Liabilities

Excluded Assets and Liabilities has the meaning set forth in Section 4.12(a).
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 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 3.6.
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 following assets and any related liabilities and obligations of the Company as of the Closing Date (whether liquidated or unliquidated, known or unknown, material or immaterial, fixed or contingent), which are not included in the Company Assets and will not be acquired by Purchaser hereunder, all of which are described below:
Excluded Assets and Liabilities means any and all of the following: (a) all cash or cash equivalents of Seller; (b) all accounts payable or accounts receivable or other working capital items of Seller; (c) any Indebtedness for Borrowed Money owed to or by Seller; (d) the Virginia Pipeline Company’s Storage System; (e) all insurance policies and rights thereunder of Seller, including rights to any cancellation value as of the Closing Date; (f) all records of Seller that do not constitute Records; (g) all proprietary or confidential business or technical information, intellectual property, Records and policies which relate to Seller and its lines of business other than the Purchased Assets; (h) all marks of Seller, including any and all trademarks or service marks, trade names, slogans, logos or other like property relating to or including the name “Virginia Pipeline” and any derivatives or variations thereof; and (i) all refunds of costs or expenses borne by Seller prior to the Closing Date.