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”):
(i) Liabilities under any Benefit Plan which is assumed or retained by the Seller Entities, such assumed or retained Benefit Plans are set forth on Section 2.2(c)(i) of the Seller Disclosure Schedules;
(ii) Liabilities of the Acquired Companies or the Seller Entities in respect of transaction costs payable by Seller pursuant to Section 6.7 hereof;
(iii) Liabilities of the Acquired Companies or the Seller Entities for any amounts owed to any Seller Entity pursuant to an inter-company note or account payable;
(iv) Liabilities of Seller and its Subsidiaries with respect to indebtedness for borrowed money (including Liabilities as a guarantor with respect to indebtedness for borrowed money or liabilities for capitalized leases, but excluding capitalized leases primarily for the benefit of the Bay Area Business);
(v) Liabilities of Seller to the stockholders of Seller or the former stockholders of Knight Ridder (or obligations to indemnify the current or former officers or directors of Knight Ridder in connection therewith) relating to the execution and performance of the Merger Agreement;
(vi) Liabilities of Seller owed to Buyer (or, pursuant to Article 10, any Buyer Indemnified Parties) as a result of any breach of this Agreement by Seller;
(vii) Liabilities for Taxes that are the responsibility of Seller pursuant to Section 6.5 or 6.7 hereof; and
(viii) Liabilities of the Acquired Companies or the Seller Entities not arising out of or relating to the operation of the Bay Area Business.
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. 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. 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”):
(i) Liabilities of Seller in respect of transaction costs payable by Seller pursuant to Section 6.4;
(ii) Liabilities for Taxes that are the responsibility of Seller pursuant to Section 6.2;
(iii) Liabilities for inter-company notes or accounts payable owed by an Acquired Company to Seller or any Subsidiary of Seller (other than any Acquired Company); and
(iv) any other Liabilities of Seller (but not the Acquired Companies), other than Assumed Liabilities .
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 wordx "Xxxxxxx, Xxxxxxxxxx."
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. 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 the Seller Entities (collectively, the “Excluded Liabilities”):
(i) Liabilities of the Seller Entities in respect of transaction costs payable by Seller pursuant to Section 5.11; and
(ii) Liabilities for Taxes that are expressly made the responsibility of Seller pursuant to this Agreement, and
(iii) Liabilities of Seller or McClatchy arising from pre-closing events or occurrences unless such liability is specifically assumed by Buyer as provided in this Section 2.2, Articles V, VI, IX or X of this Agreement, the Transition Services Agreement, the Site Access Agreement, or the Confidentiality Agreement.
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.
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:
(a) Any liability for any taxes imposed on or payable by PhysiCare, Little Rock PA, any Seller, or with respect to the Houston Assets relating to periods prior to the Effective Time, including, without limitation, all withholding and payroll taxes, any state or federal gross receipts or income tax, real estate, and personal property taxes;
(b) Any liability under any litigation or administrative proceeding, including, without limitation, workers' compensation claims, EEOC claims, age discrimination or sexual harassment allegations, and other similar claims or allegations by employees, former employees, or prospective employees of any Seller, or, based upon acts or events occurring prior to the Effective Time, PhysiCare or Little Rock PA;
(c) Any liability for personal injury, medical malpractice, or property damage which relates to the OcMed Businesses, the Clinics, or the operations of the OcMed Businesses or the Clinics and relates to the period prior to the Effective Time or any liability for personal injury, medical malpractice, or property damage which relates to any other business or other medical practice, if any, of PhysiCare, Little Rock PA, or any Seller;
(d) Any liability under products liability, strict liability, or implied warranty claims relating to services rendered or products sold by any Seller, or, based upon acts or events occurring prior to the Effective Time, by PhysiCare or Little Rock PA;
(e) All Employee Benefit Liabilities (including, without limitation, any liability for vacation pay or accrued sick pay, all of which shall be paid or satisfied on or prior to January 10, 1997), and any liability under any theory for services rendered by any Seller or, based upon acts or events occurring prior to the Effective Time, PhysiCare or Little Rock PA, or their respective employees or i...
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, whether such Liabilities are Liabilities of the Acquired Companies or of the Seller Entities (the Liabilities referred to in clauses (i) through (v) of this Section 2.2(c), collectively, the “Excluded Liabilities”):
(i) Liabilities of the Acquired Companies or the Seller Entities in respect of transaction costs payable by Seller pursuant to Section 6.6;
(ii) Liabilities of the Seller Entities after the Closing in respect of services to be provided to Buyer and its Subsidiaries under the Transition Services Agreement;
(iii) Liabilities of any Seller Entity with respect to Indebtedness;
(iv) Liabilities for Taxes that are the responsibility of Seller pursuant to Section 6.4;
(v) Liabilities of Seller owed to Buyer (or, pursuant to Article 10, any Buyer Indemnified Parties) as a result of any breach of this Agreement by Seller;
(vi) Liabilities which are assumed or retained by Seller and any Liabilities of Seller, in each case, pursuant to Article 7; and
(vii) Liabilities with respect to the Transferred IP that are the responsibility of Seller pursuant to Section 2.1(b).
