Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller shall have the right at any time prior to or at the Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets:
(i) all trademarks, service marks and tradenames containing “Dominion” or “Questar” (the “Dominion Marks”) shall remain the sole property of Seller or its Affiliates, as applicable;
(ii) (A) any and all interests in any Employee Plans that provide for postretirement benefits for periods of service prior to the Closing Date with respect to any Company Employee employed by Seller or its Affiliates that are (x) defined benefit pension plans subject to Title IV of ERISA or Section 412 of the Code, (y) defined contribution plans as defined in Section 3(34) of ERISA, or (z) welfare benefit plans as defined in Section 3(1) of ERISA; and (B) all assets which relate to other post-employment benefits of the Sale Entities on or prior to the Closing Date;
(iii) any Tax assets, including any overpayment or refund of Taxes owed to Seller pursuant to Section 5.3(e), Section 5.3(f) or Section 5.3(g);
(iv) the Intellectual Property set forth on Schedule 5.7(a)(iv);
(v) the Contracts listed on Schedule 5.7(a)(v) (the “Excluded Contracts”);
(vi) the Excluded Records;
(vii) the Insurance Policies and all rights to premium refunds and distributions made on or after the Closing with respect thereto for periods ending on or prior to the Closing; and
(viii) the right to prosecute and collect proceeds owed to any Sale Entity or the JV Company for claims or potential claims listed on Schedule 5.7(a)(viii).
(b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or its Affiliates (including any Sale Entity) after the Closing, Buyer shall remit such proceeds to Seller within two (2) Business Days of receipt.
(c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume, retain, pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Retained Liabilities”):
(i) any liabilities and obligations expressly retained by Seller p...
Excluded Assets and Retained Liabilities. The Seller shall not transfer, or be deemed to transfer, the Excluded Assets and the Purchaser shall not assume, or be deemed to have assumed, the Retained Liabilities.
Excluded Assets and Retained Liabilities. With respect to any calculation of Net Working Capital for the purposes of this Agreement, the same line items included in and excluded from the calculation of Net Working Capital in Exhibit C shall be included and excluded, as applicable.
Excluded Assets and Retained Liabilities. Notwithstanding anything in this Xxxx of Sale to the contrary, the Company is retaining ownership and possession of, and is not selling, transferring, assigning, conveying, granting or delivering to Purchaser hereunder or otherwise, any right, title or interest, legal or equitable, of the Company in or to any of the Excluded Assets or the Retained Liabilities, and Purchaser is not assuming or in any way becoming liable or responsible for any of the Excluded Assets or the Retained Liabilities.
Excluded Assets and Retained Liabilities. The Company and the Seller Subsidiaries are retaining all Excluded Assets and Retained Liabilities, all as set forth in the Purchase Agreement.
Excluded Assets and Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, but subject to Section 5.3(c) and Section 5.10, the following assets shall be excluded from the Contemplated Transaction (the “Excluded Assets”), and Seller shall have the right at any time prior to or at the Closing to dividend, transfer, dispose of, extinguish, or otherwise exclude from the Sale Entities such assets: (i) all trademarks, service marks, logos, domain names, social media handles and tradenames containing “Dominion” (in whole or in part), (the “Dominion Marks”), which shall remain the sole property of Seller or its Affiliates, as applicable; 58 4894-6761-6617 v.11
Excluded Assets and Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Assignors are retaining all Excluded Assets and Retained Liabilities, all as set forth in the Asset Purchase Agreement.
Excluded Assets and Retained Liabilities. (1) Except for the Transferred Assets sold, assigned and transferred to Xxxxxxxx Horizon hereunder, nothing in this Agreement shall convey unto Xxxxxxxx Horizon any assets, properties, rights or interests of WECU. Without limiting the generality of the foregoing, the Boreal Pipeline, the ROF, WECU’s office equipment, workstations, computer hardware and supplies, and all other properties, assets, interests and rights not specifically included in the Transferred Assets and not pertaining directly and exclusively to the Projects shall not be conveyed unto Xxxxxxxx Horizon hereunder.
(2) Except for the Assumed Liabilities, Xxxxxxxx Horizon shall not assume and shall not be obliged to pay, perform or discharge any obligations or liabilities of WECU.
Excluded Assets and Retained Liabilities. (1) Except for the Transferred Assets sold, assigned and transferred to Development ULC hereunder, nothing in this Agreement shall convey unto Development ULC any assets, properties, rights or interests of WECU. Without limiting the generality of the foregoing, WECU’s office equipment, workstations, computer hardware and supplies, and all other properties, assets, interests and rights not specifically included in the Transferred Assets and not pertaining directly and exclusively to the Projects shall not be conveyed unto Development ULC hereunder.
(2) Except for the Assumed Liabilities, Development ULC shall not assume and shall not be obliged to pay, perform or discharge any obligations or liabilities of WECU.
Excluded Assets and Retained Liabilities. (1) Except for the Transferred Assets sold, assigned and transferred to PDH ULC hereunder, nothing in this Agreement shall convey unto PDH ULC any assets, properties, rights or interests of WECU. Without limiting the generality of the foregoing, WECU’s office equipment, workstations, computer hardware and supplies, and all other properties, assets, interests and rights not specifically included in the Transferred Assets and not pertaining directly and exclusively to the Project shall not be conveyed unto PDH ULC hereunder.
(2) Except for the Assumed Liabilities, PDH ULC shall not assume and shall not be obliged to pay, perform or discharge any obligations or liabilities of WECU.
