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:
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. (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 (ii) other than the assets associated with the Assumed Pension Obligations and Assumed Retiree Welfare Obligations, (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 Business 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 overpayment or refund of Taxes owed to Seller pursuant to Section 5.3(e); (iv) the Contracts listed on Schedule 5.7(a)(iv) (the “Excluded Contracts”); (v) the Excluded Records; and (vi) 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. (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 thirty (30) Business Days of receipt. To the extent that any proceeds relating to the Sale Entities (not including any Excluded Assets or Retained Liabilities) are received by Seller or its Affiliates (excluding any Sale Entity) after the Closing, Seller shall remit such proceeds to the applicable Sale Entity within thirty (30) Business Days of receipt. (c) Buyer shall not assume or be obligated to pay, perform or otherwise discharge, and Seller shall assume pay, perform or otherwise discharge without recourse to Buyer, all of the following liabilities and obligations, in each case, of any kin...
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.
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.
Excluded Assets and Retained Liabilities. Notwithstanding any other provision of this Agreement:
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 is retaining all Excluded Assets and Retained Liabilities, all as set forth in the Purchase Agreement.
Excluded Assets and Retained Liabilities. Notwithstanding any other provision of this Agreement, Seller shall not sell, transfer or deliver to Buyer any of its right, title to or interest in or to any properties, assets and rights of Seller other than the Purchased Assets (collectively, the “Excluded Assets”), which for the avoidance of doubt, include the Excluded Assets listed on Schedule A. Seller shall retain all right, title and interest in and to the Excluded Assets, and Buyer is not assuming, and shall not have any Liability with respect to, and shall not be deemed to have assumed or agreed to pay, and Seller shall retain, all Liabilities and obligations of Seller other than the Assumed Liabilities (collectively, the “Retained Liabilities”). Xxxxxx agrees to pay, satisfy and discharge all Retained Liabilities when due. Retained Liabilities shall include, without limitation, the following:
