AppLogiq Liabilities Sample Clauses

AppLogiq Liabilities. (a) For the purposes of this Agreement, “AppLogiq Liabilities” will have the meaning ascribed to said phrase in the Transaction Agreement. (b) Notwithstanding the foregoing, the AppLogiq Liabilities will not, in any event, include any of the following Liabilities (the “Excluded Liabilities”): (i) all Liabilities of a member of the Logiq Group to the extent relating to, arising out of, resulting from or otherwise in respect of, the ownership or use of the Excluded Assets other than in the operation or conduct of the AppLogiq Business, whether before, at or after the Business Transfer Time; (ii) all Liabilities (including reporting and withholding and other related Taxes) under compensation and benefit plans other than Liabilities in respect of Continuing Employees; (iii) all Liabilities under Intercompany Accounts; and (iv) all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Logiq or any other member of the Logiq Group, and all Liabilities of any member of the Logiq Group under this Agreement or any of the Ancillary Agreements. The Parties acknowledge and agree that neither Lova nor any other member of the AppLogiq Group will be required to assume or retain any Excluded Liabilities and that if any of the Lova Entities is liable for any Excluded Liabilities, such Excluded Liabilities will be assumed by Logiq as contemplated by Section 1.3; provided, however, that, for the avoidance of doubt, nothing herein will be construed as eliminating, reducing or otherwise altering any of Lova’s or its Subsidiaries’ respective obligations with respect to the Continuing Employees under Article V. (c) Any Liabilities of any member of the Logiq Group not included in any of the clauses in Section 1.6(a) above are Excluded Liabilities and no Excluded Liabilities will be AppLogiq Liabilities.
View SourceView Similar (2)
AppLogiq Liabilities. Section 2.5(b)(iv) Excluded Office Equipment, Etc.
View SourceView Similar (2)
AppLogiq Liabilities. For purposes of this Agreement, “AppLogiq Liabilities” means, as of the date of determination, all Liabilities of either Party or any of the members of such Party’s Group that relate primarily to the AppLogiq Business, including without limitation:
View SourceView Similar (2)

Related to AppLogiq Liabilities

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Excluded Liabilities Other than as specifically listed in Section 2.03 above, Buyer shall not assume any Liability whatsoever of Sellers, whether or not arising from or related to the Business or the Purchased Assets (the “Excluded Liabilities”), and Sellers shall pay, perform and discharge, as and when due, each such Excluded Liability. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Buyer be deemed to assume any Liability arising out of or relating to: (a) any actual or alleged tortious conduct, breach of Contract or violation of Applicable Law by any Seller or their employees or agents; (b) any product sold or manufactured prior to the Closing Date; (c) Taxes of any kind or character (other than property taxes attributable to the Purchased Assets, to the extent prorated hereunder); (d) the ownership, operation, use or disposal of any Excluded Asset; (e) any collective bargaining agreement, employee compensation or employee benefits including Liability for severance pay, overtime pay, bonus or incentive compensation, retirement plans (including any underfunding or withdrawal liability pursuant to the Multiemployer Pension Plan Amendment Act of 1980, arising from contributions made by the Sellers to the plans in question, as calculated through, and as of, any such withdrawal caused by the purchase of the Purchased Assets described herein, or otherwise triggered within thirty (30) days after the Closing Date, regardless of whether or not the amount of such Liability is known as of the time of such withdrawal) unemployment compensation, vacation, sick leave, termination pay or relating to any Employee Benefit Plan of any Seller or of any of their Affiliates; (f) any Environmental Liability relating to or arising out of any condition or obligation existing on or prior to the Closing Date; (g) any Debt of Sellers or any of their Affiliates; (h) any Proceedings relating to Sellers or to the conduct or ownership of the Business or the Purchased Assets on or prior to the Closing Date, whether or not listed in Section 4.07(a) of the Disclosure Letter; (i) any Liability arising out of any present or former business activity of Sellers other than the Business; (j) any claims, choses in action, causes of action, rights of recovery, rights of set-off of any kind by any third party (including any employee or former employee of any Seller) arising out of the conduct of the Business, or the ownership, operation or use of any Purchased Assets on or prior to the Closing Date; or (k) any Liability of Sellers under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement, including any Sellers’ legal and accounting fees and expenses.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.