Definition of Excluded Liabilities. Notwithstanding anything to the contrary set forth in this Section 2.2 or elsewhere in this Agreement, the term “Assumed Liabilities” shall not mean, refer to or include the following (collectively, “Excluded Liabilities”):
Definition of Excluded Liabilities. Notwithstanding anything to the contrary set forth in this Section 2.2 or elsewhere in this Agreement, Buyer shall not assume, and Seller agrees that Buyer shall not be liable or otherwise responsible for, the following Liabilities of Seller (the Liabilities referred to in clauses (i) through (ii) of this Section 2.2(c), collectively, the “Excluded Liabilities”):
Definition of Excluded Liabilities. Notwithstanding anything to the contrary set forth in this Section 2.2 or elsewhere in this Agreement, Buyer (and its permitted assignees as set forth in Section 11.8) and the Acquired Companies shall not assume, and Seller agrees that Buyer (and its permitted assignees as set forth in Section 11.8) and the Acquired Companies shall not be liable or otherwise responsible for, the following Liabilities, whether such Liabilities are Liabilities of the Acquired Companies or the Seller Entities (the Liabilities referred to in clauses (i) through (viii) of this Section 2.2(c), collectively, the “Excluded Liabilities”):
Definition of Excluded Liabilities. Except for the Assumed Liabilities, Purchaser does not assume and is not assuming any debt, liability, duty or other obligation (of any kind) of Aradigm, whether known or unknown, fixed or contingent, and regardless of when such liabilities or obligations may arise or may have arisen or when asserted, including any liabilities, or obligations related to the Assigned Assets which are outstanding or unpaid as of the Closing (the “Excluded Liabilities”), and Aradigm shall remain responsible for the Excluded Liabilities.
Definition of Excluded Liabilities. Sellers and their Subsidiaries shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for, any obligations, duties and liabilities of Sellers’ and their respective Subsidiaries other than Assumed Liabilities, whether arising prior to, on or after the Closing Date (collectively, “Excluded Liabilities”), including, without limitation:
Definition of Excluded Liabilities. Clause (xv) of the definition of Excluded Liabilities in Section 1.01 in the Purchase Agreement is hereby amended by deleting the word "facility" and replacing such word with "facilities" and by inserting the words "and 16555 East Gale Avenue in City of Industry, California" after the worxx "Xxxxxxx, Xxxxxxxxxa."
Definition of Excluded Liabilities. Pursuant to Section 4.1(g), Sellers ---------------------------------- have represented and warranted that the Corporation is not subject to any of the following liabilities (together with the liabilities described in Section 4.1(g), collectively, the "Excluded Liabilities"), none of which Excluded Liabilities, as between Buyer and Sellers, are hereby assumed by Buyer, and as to all of which Excluded Liabilities, Sellers indemnify Buyer as set forth in Section 7.2 of this Agreement:
Definition of Excluded Liabilities. Pursuant to Section 4.1(g), ---------------------------------- Sellers have represented and warranted that PhysiCare, Little Rock PA, and the Houston Assets are not subject to any of the following liabilities (together with the liabilities described in Section 4.1(g), collectively, the "Excluded Liabilities"), none of which Excluded Liabilities, as between Buyers, on the one hand, and Sellers, on the other hand, are hereby assumed by Buyers, and all of which Excluded Liabilities, notwithstanding the provisions of Section 2.2, as between Buyers, on the one hand, and Sellers, on the other hand, shall be and remain the sole and absolute obligations of Sellers:
Definition of Excluded Liabilities. “Excluded Liability” and “Excluded Liabilities” shall mean any liability or obligation of Seller to any third party (a) that accrued prior to the Settlement; (b) relating to any Property and/or Seller that arose from acts or omissions of Seller and/or for which Seller is otherwise responsible occurring prior to the Settlement, whether or not accrued and whether or not disclosed (including, without limitation, violations of law, torts, breach of contract, employment practices and environmental, health and safety matters); (c) relating to Seller’s operation of acute care hospitals and other healthcare facilities (including, without limitation, payment of taxes payable with respect thereto) or any other aspect of the operation of Seller’s business whether before or after Settlement; (d) relating to any former business operations of Seller that have been discontinued; (e) relating to any unpaid taxes under Treasury Regulations Section 1.1502-6 (or any similar provisions of state, local or foreign law); (f) relating to any asset of Seller that was not included as part of any Property; (g) relating to any liability or obligation owed by any affiliate of Seller; (h) relating to Seller’s employees or any Seller employee benefit plans; (i) relating to the preparation, negotiation and execution hereof and the consummation of the transactions contemplated hereby (including, without limitation, any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Seller); (j) relating to any indebtedness of, or other amount owed by, Seller (including, without limitation, any interest or penalties accrued thereon); and (k) relating to claims made against Seller in any pending or future legal, governmental or administrative proceeding or investigation.
Definition of Excluded Liabilities. Except for the Assumed Liabilities, the Company does not assume and is not assuming, any debt, liability, duty or other obligation (of any kind) of Dow, whether known or unknown, fixed or contingent, and regardless of when such liabilities or obligations may arise or may have arisen or when asserted, including any Pre-Closing Taxes which are outstanding or unpaid as of the Effective Date (collectively, the “Excluded Liabilities”), but excluding any (a) Transfer Taxes or (b) liabilities, or obligations related to the Transferred Assets which are typically assessed against a purchaser of assets), and Dow shall remain responsible for the Excluded Liabilities.
