Common use of Excluded Assets and Liabilities Clause in Contracts

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.

Excluded Assets and Liabilities. (a) Notwithstanding Except as set forth in Section 1.2 above1.4 with respect to the Option Assets, those assets of the Purchased Assets shall not include the following assets Target Companies described on Annex D (collectively, including the Option Assets, the “Excluded Assets”): (i) all unrestricted cash shall be assigned to a designated Affiliate of Seller as of Closing; (iiother than the Target Companies) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Seller Excluded ContractsAffiliate”); (iv) all employee benefit plans at or prior to Closing and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded shall be retained by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to such Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume Excluded Affiliate and shall not be responsible conveyed to pay, perform or discharge Purchaser hereby. Seller acknowledges and agrees that (i) any Liabilities of Seller or any of its Affiliates obligations, including Taxes (including, without limitation, Taxes of any kind Target Companies related to the Seller Reorganization Transactions), relating to or nature whatsoever arising out of the Excluded Assets whether arising prior to, on or after the Closing Date and whether known or unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent, and (ii) the liabilities set forth on Annex D (collectively, the Liabilities and obligations described in clauses (i) and (ii), the “Excluded Liabilities”) except liabilities relating solely will be assumed by the Seller Excluded Affiliate at or prior to the conduct Closing and shall be retained by such designated Seller Excluded Affiliate and shall not be or become a Liability or obligation of the Business by Buyer Target Companies from and 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, and Purchaser and the Target Companies shall be released therefrom by Seller shall continue to discharge in a timely manner all of Seller’s Liabilities Excluded Affiliate and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreementthe parties hereto.

Excluded Assets and Liabilities. (a) Notwithstanding Section 1.2 aboveanything to the contrary set forth in this Agreement, the Purchased Assets shall do not include the following assets assets, properties and rights of Seller as of the Closing Date (the “Excluded Assets”): (i) Seller’s minute books and stock transfer ledger, tax returns and similar company records, as well as Seller’s correspondence with counsel, accountants and Affiliates, any agreements and correspondence between and among Seller and its Affiliates and any documents related to Seller’s loan or credit arrangements; (ii) Seller’s Cash or Cash Equivalents, (iii) accounts receivable arising from the sale of goods or services in the Business prior to the Closing Date; (iv) any intercompany agreements between Seller and CSD not specifically listed in Section 1.1 as a Purchased Asset and (v) any assets, rights or interests not specifically listed in Section 1.1 as a Purchased Asset. (b) Any and all liabilities and obligations of Seller, known or unknown, liquidated or unliquidated, contingent or fixed, which (x) are not specifically among the Assumed Liabilities, including Seller Liabilities, whether or not disclosed in this Agreement or any Schedule or Exhibit hereto or (y) arise from, or are related in any way to, the actions taken pursuant to Section 6.8(a) (collectively, the “Excluded AssetsLiabilities”): ), shall not be assumed by Buyer and shall remain the liabilities and obligations of Seller. For the avoidance of doubt and without limiting the generality of the foregoing, except as otherwise expressly set forth in the Agreement all liabilities and obligations arising from (i) all unrestricted cash the acts or omissions of Seller as of Closing; or (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 operation of the Business by Buyer after before the Closing under Date shall be the Assigned Contracts (the “Assumed Liabilities”). sole responsibility of Seller shalland Buyer, and in each case, 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 Liabilitieshave no liabilities or obligations with respect thereto. (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.

Excluded Assets and Liabilities. 3.1 Nothing in this agreement shall operate to transfer: (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):Licensed RSA Marks; or (ib) all unrestricted cash of Seller as of Closing;the Retained Business. 3.2 The Purchaser: (iia) covenants with the Seller that it will duly and properly perform, assume, pay and discharge all accounts receivable of Seller for completed work as of Closing; (iii) ContractsAssumed Liabilities and all debts, including Intellectual Property Agreements, that are not Assigned Contracts (liabilities and obligations incurred by it in connection with 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 AgreementBusiness after Completion; and (vib) shall, subject to clause 3.4, indemnify the rights which accrue Seller and each other member of the Seller’s Group against all Costs incurred or will accrue to suffered by the Seller under this Agreement or such other member of the Seller’s Group in respect of the Assumed Liabilities and the Ancillary Documentsdebts, liabilities and obligations incurred by the Purchaser in connection with the Business after Completion save in respect of a Warranty Claim attributable to the Assumed Liability in respect of which the indemnity is sought and which has been made in accordance with the provisions of Schedule 2. 3.3 With effect from Completion, the Seller shall indemnify the Purchaser and each other member of the Purchaser’s Group against all Costs incurred or suffered by the Purchaser or such other member of the Purchaser’s Group on or after Completion in respect of the Excluded Assets, Excluded Contracts and Excluded Liabilities. 3.4 The Seller agrees that to the extent a Warranty Claim attributable to an Assumed Liability in respect of which an indemnity is sought under clause 3.2(b) (bthe Indemnified Liability) Notwithstanding any remains to be agreed between the parties or finally determined by an arbitration tribunal in accordance with the provisions of this Agreement to the contraryclause 28.3, Buyer shall not assume and it shall not be responsible entitled to payrecover in respect of the Indemnified Liability until such time as the Warranty Claim has been agreed between the parties or finally determined by an arbitration tribunal (as the case may be) and provided always that any sum agreed, perform awarded or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely paid to the conduct Purchaser in respect of the Business Warranty Claim (as may have been agreed between the parties or finally determined by Buyer after the Closing an arbitration tribunal) may not be claimed, set-off against or recovered 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 Liabilitiesindemnity. (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.

Excluded Assets and Liabilities. (a) Notwithstanding Section 1.2 aboveanything to the contrary set forth in this Agreement, the Purchased Assets shall do not include the following assets assets, properties and rights of Seller as of the Closing Date (the “Excluded Assets”): (i) Seller’s minute books and membership interest transfer ledger, tax returns and similar limited liability company records, as well as Seller’s correspondence with counsel, accountants and Affiliates, any agreements and correspondence between and among Seller and its Affiliates and any documents related to Seller’s loan or credit arrangements; (ii) Seller’s Cash or Cash Equivalents; (iii) any intercompany agreements between Seller and Archway not specifically listed in Section 1.1 as a Purchased Asset; and (iv) any assets, rights or interests not specifically listed in Section 1.1 as a Purchased Asset. (b) Any and all liabilities and obligations of Seller, known or unknown, liquidated or unliquidated, contingent or fixed, which are not specifically among the Assumed Liabilities, including Seller Liabilities, whether or not disclosed in this Agreement or any Schedule or Exhibit hereto (collectively, the “Excluded AssetsLiabilities”): ), shall not be assumed by Buyer and shall remain the liabilities and obligations of Seller. For the avoidance of doubt and without limiting the generality of the foregoing, except as otherwise expressly set forth in this Agreement, all liabilities and obligations arising from (i) all unrestricted cash the acts or omissions of Seller as of Closing; or (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 operation of the Business by Buyer after before the Closing under Date shall be the Assigned Contracts (the “Assumed Liabilities”). sole responsibility of Seller shalland Buyer, and in each case, 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 Liabilitieshave no liabilities or obligations with respect thereto. (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.

Excluded Assets and Liabilities. (a) Notwithstanding The assets, liabilities and expenses of the Company and its Subsidiaries set forth on Section 1.2 above, 6.11 of the Purchased Assets Company Disclosure Schedule shall not include the following assets (collectively, be referenced herein as the “Excluded Assets”): (i) all unrestricted cash Assets and Liabilities.” On or prior to the Effective Time, the Company shall cause the Excluded Assets and Liabilities to be assigned and assumed in their entirety by a newly formed entity controlled by the Principal Shareholder; provided, however, the Company may, in lieu of Seller such assignment and assumption, cause any of the liabilities or expenses which constitute part of the Excluded Assets and Liabilities to be paid in full and retired as of or prior to the Effective Time. Subject to the provisions of Article 9, from and after the Closing; (ii) , each Shareholder shall severally, solely to the extent of such Shareholder’s Pro Rata Share, and not jointly, indemnify and hold harmless the Parent Indemnified Parties from and against any and all accounts receivable of Seller for completed work as of Closing; (iii) ContractsLosses incurred or suffered by the Parent Indemnified Parties arising out of, including Intellectual Property Agreements, that are not Assigned Contracts (relating to or resulting from the “Excluded Contracts”); (iv) all employee benefit plans Assets 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 DocumentsLiabilities. (b) Notwithstanding any provisions The Surviving Corporation and the Parent may elect to lease certain of this Agreement the Excluded Assets and Liabilities from the newly formed entity controlled by the Principal Shareholder for a period of time after Closing. Parent, the Principal Shareholder and the Company shall work together in good faith to agree to terms mutually acceptable to the contrary, Buyer shall not assume and shall not be responsible parties 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 lease certain of the Business by Buyer Excluded Assets and Liabilities 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 LiabilitiesClosing. (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.