Certain Excluded Liabilities Sample Clauses
The 'Certain Excluded Liabilities' clause defines specific obligations or liabilities that are not transferred or assumed as part of a transaction, such as an asset purchase or business sale. In practice, this clause lists particular debts, legal claims, or responsibilities—like pre-existing lawsuits, tax obligations, or environmental liabilities—that remain with the seller rather than passing to the buyer. Its core function is to clearly allocate risk and responsibility, ensuring that the buyer is not unexpectedly burdened with liabilities that were not intended to be part of the deal.
Certain Excluded Liabilities. Purchaser shall not assume, pay, perform, discharge or in any way be liable or responsible for any of the following debts, liabilities or obligations ("Excluded Liabilities"):
(a) any liability or obligation of Seller or its Affiliates under this Agreement or on account of any of the transactions contemplated hereby, including, without limitation, any liability or obligation of Seller to attorneys, accountants, brokers, financial advisers or others for services rendered or expenses incurred by or on behalf of Seller, and all other expenses associated with the transfer of the Purchased Assets;
(b) any liability of Seller or its Affiliates to an Affiliate of Seller;
(c) except as otherwise provided in Section 6.1, any wages, salary, severance, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, any duties, obligations or liabilities arising under any employee benefit plan, policy or practice, whether defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and in effect ("ERISA") or otherwise, or any employment, retention, or ----- termination agreement (including any obligation to indemnify or reimburse an officer, employee or agent of Seller), relating to the employees of the Business, wherever located, any employee benefit plan or otherwise, or other amounts due to any employees or former employees of the Business which accrue on or prior to the Closing Date;
(d) any liabilities arising under the WARN Act in connection with those employees of Seller that are not Transferred Employees and any other liabilities related to the Business Employees that are not Transferred Employees;
(e) except as otherwise provided in Section 6.1, any of the following liabilities to or in respect of any employees or former employees of Seller or its Affiliates: (i) any liability arising under any Employment Agreement, whether or not written, between Seller and any person, except for any Employment Agreement included on Schedule 3.1(c), (ii) any liability under any Employee Benefit Plan at any time maintained, contributed to or required to be contributed to, by or with respect to Seller or any Selling Affiliates or under which Seller or any Selling Affiliates may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller's, or its Affiliates', withdrawal or partial withdrawal from or termina...
Certain Excluded Liabilities. Prior to the Closing Date, Seller ------------------------------ shall cause the Company or its Subsidiaries, as the case may be, to assign, transfer and convey to Seller, and Seller shall accept from the Company or such Subsidiary, all obligations and liabilities identified on Schedule 7.16 attached ------------- hereto (the "EXCLUDED LIABILITIES").
Certain Excluded Liabilities. If any of the Assumed Liabilities are ultimately reasonably determined by Buyer to be Excluded Liabilities, Seller shall assume, and agree to pay, perform, fulfill and discharge (without further consideration), such previously Assumed Liabilities that are determined by Buyer to be Excluded Liabilities and Buyer and Seller shall execute such documents or instruments of assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Liabilities to Seller.
Certain Excluded Liabilities. The Seller shall pay and perform when due, and shall cause its Affiliates to pay and perform when due, all such Excluded Liabilities as could reasonably be expected to result in a Material Adverse Effect after the Effective Time (specifically including Excluded Liabilities owing by the Seller or its Affiliates to Braintree and Verdugt), except, however, those Excluded Liabilities that are subject to a bona fide dispute.
Certain Excluded Liabilities. From and after the Closing, Seller shall be responsible for, and shall indemnify Buyer, the Company and the Division Entities from and against (as an Excluded Liability) any liability or obligation (including any obligation to pay any deductible or similar retention amount under the applicable policy limits, which limits will be confirmed to Buyer in writing within 72 hours of the execution of this Agreement) arising out of or relating to any event, circumstance, act or omission that occurs prior to the Closing and that is covered by a professional liability, general liability, automobile, workers’ compensation, property and casualty, or other occurrence based insurance policy of Seller or any of its Affiliates (including self insurance programs and arrangements), including all matters listed or required to be listed on Section 3.21 of the Disclosure Letter and, to the extent applicable, any matter listed or required to be listed on Section 3.12(a) of the Disclosure Letter and Section 5.9 of the Disclosure Letter. For the avoidance of doubt, from and after the Closing, Seller shall also be responsible for, and shall indemnify Buyer against (as Excluded Liabilities), any claims by Business Employees under any of Seller’s health and welfare plans for healthcare services provided on or prior to the Closing Date.
Certain Excluded Liabilities. Notwithstanding the fact that the transaction contemplated by this Agreement is structured as a purchase of the Membership Interests, Sellers acknowledge and agree that after the Closing, Buyer, the Company and the Company’s Subsidiaries shall have no liability or responsibility for the Excluded Liabilities.
Certain Excluded Liabilities. If any of the liabilities and obligations assumed by Buyer are ultimately determined to be Excluded Liabilities, Company shall assume, and agree to pay, perform, fulfill and discharge (without further consideration), such Excluded Liabilities and Buyer and Company shall execute such documents or instruments of assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Liabilities to Company.
Certain Excluded Liabilities. Sellers shall make all necessary transfers and assumptions and take all other necessary actions, and as applicable shall cause their Subsidiaries to make such provisions, transfers, and assumptions and to take such actions, such that, from and after the Closing, the Transferred Subsidiaries that are not Transferred Debtor Subsidiaries have no Liability for any of the Liabilities listed on Section 1.03(e) of Sellers' Disclosure Schedule.