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.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (Medianews Group Inc)
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 Other 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 Other Business.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Medianews Group Inc), Stock and Asset Purchase Agreement (McClatchy Co)
Definition of Excluded Liabilities. Notwithstanding anything to the contrary set forth in this Section 2.2 or elsewhere in this AgreementSellers and their Subsidiaries shall retain, and shall be responsible for paying, performing and discharging when due, and 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 assume or otherwise responsible have any responsibility for, the following any obligations, duties and liabilities of Sellers’ and their respective Subsidiaries other than Assumed Liabilities, whether such Liabilities are Liabilities of arising prior to, on or after the Acquired Companies or the Seller Entities Closing Date (the Liabilities referred to in clauses (i) through (viii) of this Section 2.2(c), collectively, the “Excluded Liabilities”):), including, without limitation:
(i) Liabilities all obligations, duties and liabilities of Sellers under this Agreement, the Ancillary Agreements or any Benefit Plan which is assumed other certificate, instrument or retained by other agreement entered into in connection with the Seller Entities, such assumed or retained Benefit Plans are set forth on Section 2.2(c)(i) of the Seller Disclosure Schedulestransactions contemplated hereby;
(ii) Liabilities obligations, duties and liabilities related to or arising out of the Acquired Companies use or the Seller Entities in respect ownership of transaction costs payable by Seller pursuant to Section 6.7 hereofany Excluded Asset;
(iii) Liabilities obligations, duties and liabilities to the extent arising from or as a result of any business of Sellers, including the Acquired Companies Business, other than the Assumed Liabilities, including any action, suit, claim or proceeding thereto, regardless of when filed and regardless of whether an accrual in respect thereof is included on the Current Balance Sheet or the Seller Entities for any amounts owed to any Seller Entity pursuant to an inter-company note or account payable;Closing Balance Sheet.
(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 other than Buyer’s Transfer Taxes, any liabilities for capitalized leases, but excluding capitalized leases primarily for the benefit Taxes of the Bay Area Business)Sellers, or any member of any consolidated, affiliated, combined or unitary group of corporations of which any Seller is or has been a member, for Taxes and any liabilities for Taxes attributable to the Purchased Assets for any Pre-Closing Tax Period arising from the operation of the Business prior to the Closing;
(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 all accounting, consulting, finders, investment banking, legal and similar fees and expenses incurred by Sellers in connection therewith) relating to with the execution negotiation of this Agreement or any Ancillary Agreement, and performance the consummation of the Merger Agreementtransactions contemplated hereby and thereby;
(vi) Liabilities any liabilities or obligations of Seller owed to Buyer (or, pursuant to Article 10, Sellers under any Buyer Indemnified Parties) as a result of any breach of this Agreement by SellerContracts other than the Assumed Contracts;
(vii) Liabilities for Taxes that are any and all warranty liabilities or obligations of Sellers and their respective Subsidiaries to the responsibility extent not Assumed Liabilities;
(viii) the liabilities and obligations set forth on Schedule 2.2(b)(i);
(ix) any infringement or alleged infringement of Seller pursuant any Intellectual Property Rights of any other Person, including but not limited to Section 6.5 Sellers’ Intellectual Property, arising out of any action of Sellers on or 6.7 hereofprior to the Closing or any misappropriation or misuse of any Technology or any other right of another Person arising out of any action of Sellers prior to the Closing;
(x) any liability of Sellers arising by reason of any violation or alleged violation of any judgment, order, decree, statute, law, rule of common law, code and regulations to the extent such liability results from or arises out of events, facts or circumstances occurring or existing prior to the Closing;
(xi) any liabilities or obligations of Sellers or their ERISA Affiliates or respective Subsidiaries arising out of or in connection with (A) any Sellers’ Employee Plan at any time maintained, sponsored, contributed to or required to be contributed to by or with respect to Sellers or their ERISA Affiliate or respective Subsidiaries or (B) any employment practices of Sellers or their ERISA Affiliates or respective Subsidiaries;
(xii) all liabilities and obligations of Sellers and their ERISA Affiliates and respective Subsidiaries to any current, former or prospective Employees or any of their spouses, beneficiaries or other dependents (including the Hired Employees during the period employed by Sellers through their termination by Sellers) including without limitation, any liabilities or obligations under any federal, state or municipal employment, labor or employment discrimination law, including without limitation, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, ERISA, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Immigration Reform and Control Act of 1986, the California Fair Employment and Housing Act, the California Family Rights Act, and the California Labor Code, and all amendments to each such Act as well as the regulations issued thereunder (together, the “Employment Statutes”); and
(viiixiii) Liabilities of the Acquired Companies all obligations and liabilities, whether absolute or the Seller Entities not arising out of or relating to the operation of the Bay Area Businesscontingent, other than Assumed Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Clarient, Inc), Asset Purchase Agreement (Trestle Holdings Inc)
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, including such assumed or retained Benefit Plans are set forth on Section 2.2(c)(i) of the Seller Disclosure Schedules; provided, however, that such Liabilities shall be limited to: (a) Liabilities under such Benefit Plans that are attributable to Seller employees, other than Business Employees; (b) Liabilities under such Benefit Plans that are attributable to Business Employees that have accrued prior to the Closing Date to the extent assumed pursuant to Article 7 of this Agreement; and (c) Liabilities under such Benefits Plans that are attributable to Business Employees that Seller has expressly agreed to retain pursuant to Article 7 of the Agreement;
(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 Seller and its Subsidiaries, in excess of $270,000 in the Acquired Companies or aggregate, for the claims incurred by Business Employees prior to the Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and Retirees (Blue and Green Option); and
(ix) Liabilities of the Seller Entities not arising out of or relating to the operation of the Bay Area Business.
Appears in 1 contract
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, including such assumed or retained Benefit Plans as are set forth on Section 2.2(c)(i) of the Seller Disclosure Schedules; provided, however, that such Liabilities shall be limited to: (x) Liabilities under such Benefit Plans that are attributable to Seller employees, other than Business Employees; (y) Liabilities under such Benefit Plans that are attributable to Business Employees that have accrued prior to the Closing Date; and (z) Liabilities under such Benefits Plans that are attributable to Business Employees that Seller has expressly agreed to retain pursuant to Article 7 of this Agreement;
(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 Seller and its Subsidiaries, in excess of $220,000 in the Acquired Companies or aggregate, for the claims incurred by Business Employees prior to the Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and Retirees (Blue and Green and Blue 750 Options); and
(ix) Liabilities of the Seller Entities not arising out of or relating to the operation of the Bay Area Business.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement
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 Xxx 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 except to the extent provided in this Agreement or otherwise agreed to by the parties in writing and included in the Statement of the Acquired Companies or the Seller Entities Working Capital as provided in Section 2.3(b)(ii) (the Liabilities referred to in clauses (i) through (viiivii) of this Section 2.2(c), collectively, the “Excluded Liabilities”):
(i) Liabilities under any Benefit Plan which is assumed or retained by the Seller EntitiesXxx, such assumed or which retained Benefit Plans are set forth on Section 2.2(c)(i) of the Seller Xxx Disclosure SchedulesSchedules (excluding the Liabilities described in clause (iv) of Section 2.2(b);
(ii) Liabilities of the Acquired Companies or the Seller Entities Business in respect of transaction costs payable by Seller Xxx pursuant to Section 6.7 5.6 hereof;
(iii) Liabilities of the Acquired Companies or Business occurring prior to the Seller Entities Closing Date for any amounts owed to any Seller Entity Xxx pursuant to an inter-company any note or account payablepayable with any division of Xxx or any Affiliate thereof;
(iv) Liabilities of Seller and its Subsidiaries Xxx 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 Businessequipment lease referred to in Section 2.2(b)(i) hereof);
(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 Xxx owed to Buyer (or, pursuant to Article 109, any Buyer Indemnified Parties) as a result of any breach of this Agreement by SellerXxx;
(vi) Liabilities for Taxes of Xxx, except as otherwise provided in this Agreement;
(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 Xxx not arising out of or relating to the operation of the Bay Area Business;
(viii) Liabilities arising prior to the Closing Date the existence of which would constitute a breach of the warranty set forth in Section 3.4;
(ix) Tort Liabilities arising prior to the Closing Date;
(x) Liabilities under all employment agreements arrangements or other Contracts between Xxx and any Business Employee, including any obligation to make payments to any Business Employee as set forth in any employment agreement or other Contract between Xxx and any such Business Employee, except as specifically provided in this Section 2.2;
(xi) Liabilities under the Equipment Lease dated April 25, 2006 between Xxx Enterprises and Bank of the West except to the extent of the “Additional Commitment” involving equipment located at 00000 Xxxx XxXxxxxxx Xxxx, Building 2, Airway Heights, Washington supplied by Kodak Graphic Communications Company and Southern Lithoplate and referred to in Section 3.4 of the Xxx Disclosure Schedules; and
(xii) Liabilities associated with corporate allocations to health and welfare which are Excluded Assets.
Appears in 1 contract
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 (viiixiv) 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; provided, however, that such Liabilities shall be limited to: (a) Liabilities under such Benefit Plans that are attributable to Seller employees, other than Business Employees; (b) Liabilities under such Benefit Plans that are attributable to Business Employees that have accrued or were incurred prior to the Closing Date; (c) Liabilities under such Benefits Plans that are attributable to Business Employees that Seller has expressly agreed to retain pursuant to Article 7 of the Agreement; and (d) Liabilities arising from or relating to the administration of such Benefit Plans;
(ii) Liabilities of the Acquired Companies or the Seller Entities in respect of transaction costs payable by Seller pursuant to Section 6.7 hereof6.7;
(iii) Liabilities for Taxes that are the responsibility of Seller pursuant to Section 6.5 or 6.7;
(iv) Liabilities of the Acquired Companies or the Seller Entities for any amounts owed to any Seller Entity (other than the Acquired Companies) pursuant to an inter-company note or account payable;
(ivv) Liabilities of the Seller and its Subsidiaries Entities with respect to indebtedness for borrowed money (including Liabilities as a guarantor with respect to indebtedness for borrowed money or liabilities Liabilities for capitalized leases, but excluding capitalized leases primarily for the benefit of the Bay Area Business);
(vvi) Liabilities of the Seller Entities 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;
(vivii) Liabilities of Seller owed to Buyer (or, pursuant to Article 10, any Buyer Indemnified Parties) pursuant to this Agreement or any Ancillary Agreement, including, as a result of any breach of this Agreement or any Ancillary 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 Seller and its Subsidiaries for the Acquired Companies or claims incurred by Business Employees prior to the Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and Retirees (Blue and Green Options);
(ix) Liabilities incurred in violation of the covenants of Seller set forth in this Agreement;
(x) Liabilities with respect to the items set forth in Section 2.2(b)(x) to the extent covered by insurance covering any Seller Entity (including the insurance required to be maintained by Seller pursuant to Section 5.9(c) of the Merger Agreement);
(xi) Liabilities of the Seller Entities not arising out of or relating to the operation of the Bay Area Business;
(xii) Liabilities related to workers compensation for the Business Employees for all periods prior to the Closing Date; and
(xiii) Liabilities under the Knight Ridder Pension Plan.
Appears in 1 contract
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, including such assumed or retained Benefit Plans as are set forth on Section 2.2(c)(i) of the Seller Disclosure Schedules; provided, however, that such Liabilities shall be limited to: (x) Liabilities under such Benefit Plans that are attributable to Seller employees, other than Business Employees; (y) Liabilities under such Benefit Plans that are attributable to Business Employees that have accrued prior to the Closing Date to the extent assumed pursuant to Article 7 of this Agreement; and (z) Liabilities under such Benefits Plans that are attributable to Business Employees that Seller has expressly agreed to retain pursuant to Article 7 of this Agreement;
(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) (x) 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, (y) Liabilities of the Seller Entities for amounts payable to third parties for goods or services procured by the Seller Entities for use by the Business, to the extent that such goods or services were provided to the Acquired Companies prior to the Closing, and (z) Liabilities of Seller Entities after the Closing in respect of services provided to Buyer and its Subsidiaries under the Transition Services Agreement;
(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; and
(ix) Liabilities of Seller and its Subsidiaries, in excess of $400,000 in the aggregate, for the claims incurred by Business Employees prior to the Closing Date under the Group Medical Benefit Plan for Employees and Retirees (Blue and Green Option - United Healthcare).
Appears in 1 contract
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; provided, however, that such Liabilities shall be limited to: (a) Liabilities under such Benefit Plans that are attributable to Seller employees, other than Business Employees; (b) Liabilities under such Benefit Plans that are attributable to Business Employees that have accrued prior to the Closing Date; and (c) Liabilities under such Benefits Plans that are attributable to Business Employees that Seller has expressly agreed to retain pursuant to Article 7 of the Agreement;
(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 Seller and its Subsidiaries, in excess of $340,000 in the Acquired Companies or aggregate, for the claims incurred by Business Employees prior to the Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and Retirees (Blue and Green Option); and
(ix) Liabilities of the Seller Entities not arising out of or relating to the operation of the Bay Area Business.
Appears in 1 contract
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; provided, however, that such Liabilities shall be limited to: (x) Liabilities under such Benefit Plans that are attributable to Seller employees, other than Business Employees; (y) Liabilities under such Benefit Plans that are attributable to Business Employees that have accrued prior to the Closing Date or have been incurred by Business Employee or their beneficiaries prior to the Closing Date (even if not submitted prior to the Closing Date); and (z) Liabilities under such Benefits Plans that are attributable to Business Employees that Seller has expressly agreed to retain pursuant to Article 7 of the Agreement;
(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) (x) 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, (y) Liabilities of the Seller Entities for amounts payable to third parties for goods or services procured by the Seller Entities for use by the Business, to the extent that such goods or services were provided to the Acquired Companies prior to the Closing, and (z) Liabilities of Seller Entities after the Closing in respect of services provided to Buyer and its Subsidiaries under the Transition Services Agreement;
(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;
(viii) Liabilities of Seller and its Subsidiaries, in excess of $70,000 in the aggregate, for the claims incurred by Business Employees prior to the Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and Retirees (Blue and Green Option); and
(viiiix) Liabilities of the Acquired Companies or the Seller Entities not arising out of or relating to the operation of the Bay Area Business.
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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 Xxx 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 except to the extent included in the Statement of the Acquired Companies or the Seller Entities Working Capital (the Liabilities referred to in clauses (i) through (viiivii) of this Section 2.2(c), collectively, the “Excluded Liabilities”):
(i) Liabilities under any Benefit Plan which is assumed or retained by Xxx (other than such liability accrued on the Seller Entitiesapplicable Business Financial Statements or included in the Statement of Working Capital), such assumed or which retained Benefit Plans are set forth on Section 2.2(c)(i) of the Seller Xxx Disclosure SchedulesSchedules (excluding the Liabilities described in clause (iv) of Section 2.2(b);
(ii) Liabilities of the Acquired Companies or the Seller Entities Business in respect of transaction costs payable by Seller Xxx pursuant to Section 6.7 5.6 hereof;
(iii) Liabilities of the Acquired Companies or Business occurring prior to the Seller Entities Closing Date for any amounts owed to any Seller Entity Xxx pursuant to an inter-company any note or account payablepayable with any division of Xxx or any Affiliate thereof;
(iv) Liabilities of Seller and its Subsidiaries Xxx 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 any equipment lease considered a capitalized leases lease primarily for the benefit of the Bay Area BusinessBusiness set forth on Section 3.15 of the Xxx Disclosure Schedules);
(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 Xxx owed to Buyer (or, pursuant to Article 109, any Buyer Indemnified Parties) as a result of any breach of this Agreement by SellerXxx;
(vi) Liabilities for Taxes of Xxx, except as otherwise provided in this Agreement;
(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 Xxx not arising out of or relating to the operation of the Bay Area Business;
(viii) Participation Agreement between Xxx Enterprises and Xxxx Xxxxx dated May 24, 2006;
(ix) Participation Agreement between Xxx Enterprises and Xxx Xxxxx dated March 1, 2006 other than with respect to Section 2 thereof, captioned Severance Protection;
(x) Participation Agreement between Xxx Enterprises and Xxxxx Xxxxxxxxx dated May 11, 2006 other than with respect to Section 2 thereof, captioned Severance Protection; and
(xi) Liabilities of Xxx for any earned and unused vacation and leave of absence time of all Hired Employees for the fiscal year ending September 23, 2006.
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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, including such assumed or retained Benefit Plans as are set forth on Section 2.2(c)(i) of the Seller Disclosure Schedules; provided, however, that such Liabilities shall be limited to: (x) Liabilities under such Benefit Plans that are attributable to Seller employees, other than Business Employees; (y) Liabilities under such Benefit Plans that are attributable to Business Employees that have accrued prior to the Closing Date; and (z) Liabilities under such Benefits Plans that are attributable to Business Employees that Seller has expressly agreed to retain pursuant to Article 7 of this Agreement;
(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 Seller and its Subsidiaries, in excess of $90,000 in the Acquired Companies or aggregate, for the claims incurred by Business Employees prior to the Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and Retirees (Blue and Green Option); and
(ix) Liabilities of the Seller Entities not arising out of or relating to the operation of the Bay Area Business.
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Definition of Excluded Liabilities. Notwithstanding anything Pursuant to Section 4.1(g), Sellers ---------------------------------- have represented and warranted that the contrary set forth Corporation is not subject to any of the following liabilities (together with the liabilities described in this Section 2.2 or elsewhere in this Agreement4.1(g), collectively, the "Excluded Liabilities"), none of which Excluded Liabilities, as between Buyer (and its permitted assignees Sellers, are hereby assumed by Buyer, and as to all of which Excluded Liabilities, Sellers indemnify Buyer as set forth in Section 11.87.2 of this Agreement:
(a) Any liability for any delinquent taxes imposed on or payable by the Corporation relating to periods prior to the Effective Time, including, without limitation, all withholding and the Acquired Companies shall not assumepayroll taxes, any state or federal gross receipts or income tax, real estate, 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 Schedulespersonal property taxes;
(iib) Liabilities 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 or former employees of the Acquired Companies Corporation based upon acts or events prior to the Seller Entities in respect of transaction costs payable by Seller pursuant to Section 6.7 hereofEffective Time;
(iiic) Liabilities Any liability for personal injury, medical malpractice, or property damage which relates to the Clinic business or operations of the Acquired Companies 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 the Seller Entities for Corporation;
(d) Any liability under products liability, strict liability, or implied warranty claims relating to services rendered or products sold by the Corporation prior to the Effective Time;
(e) Any liability to any amounts third party under any theory arising as a result of or related to services rendered by the Corporation or its employees or independent contractors (including, without limitation, taxes, penalties, and interest);
(f) Any debt or obligation (other than the Assumed Loans, if applicable) owed by the Corporation to any Seller Entity pursuant or any Sellers' Affiliate, including, without limitation, any accrued but unpaid management fees owing to an inter-company note any Seller or account payableSellers' Affiliate;
(ivg) Liabilities of Seller and its Subsidiaries with respect to Any 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 other than the benefit of the Bay Area BusinessAssumed Loans);
(vh) Liabilities of Seller to the stockholders of Seller Any obligation or the former stockholders of Knight Ridder (liability under or obligations to indemnify the current or former officers or directors of Knight Ridder in connection therewith) relating to any Employee Benefit Plan, except for the execution Employee Benefit Liability, and performance of the Merger Agreementany amount payable or other consideration that is due to any employee or physician as an incentive or inducement to enter into a Physician Services Agreement or employment agreement with Buyer pursuant to Section 6.1(n) hereof;
(vii) Liabilities Any Medicare, Medicaid, or CHAMPUS contract or any other possible governmental liabilities of Seller the Corporation or any affiliate of the Corporation related thereto, it being the clear intent of the parties to this Agreement that any liability with regard to the foregoing is expressly rejected by Buyer and is expressly not assumed by Buyer; or
(j) Except as otherwise expressly provided herein, any fees and expenses owed to Buyer (orMille Capital Corporation or any other broker or finder, 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 and the responsibility of Seller pursuant to Section 6.5 or 6.7 hereof; and
(viii) Liabilities of the Acquired Companies Sellers' or the Seller Entities not arising out of or relating to the operation of the Bay Area BusinessCorporation's costs and expenses associated with this Agreement, as described in Section 5.5.
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