Excluded Assets; Excluded Liabilities. Prior to the applicable Closing Date, (i) each of the applicable Companies will have sold, transferred, assigned or otherwise distributed all of the Excluded Assets to Seller or one of its wholly owned subsidiaries and (ii) Seller or one of its wholly owned subsidiaries will have assumed all of the Excluded Liabilities. Immediately prior to the applicable Closing, the only assets and liabilities of the Companies will be the Acquired Real Property Assets (subject to any Permitted Liens), the Acquired Personal Property Assets, the Assumed Mortgage Debt, the Specified Liabilities and any Excluded Liabilities which Seller shall have assumed pursuant to Section 5.08.
Excluded Assets; Excluded Liabilities. Prior to the Closing, (i) Seller will cause the Company and the Company Subsidiaries, as applicable, to transfer, convey assign or otherwise distribute to Indemnitor or one of Indemnitor's wholly owned subsidiaries all of the Company's or any Company Subsidiary's right, title and interest in and to all the Excluded Assets, and (ii) Indemnitor shall, or shall cause, one of its wholly owned subsidiaries to assume all the Excluded Liabilities. The distribution of the Excluded Assets and the assumption of the Excluded Liabilities shall be effected pursuant to written instruments of transfer and assumption, as applicable, reasonably satisfactory to Acquiror, and may include a transfer or assumption of some or all of such Excluded Assets or Excluded Liabilities, as applicable, to a direct or indirect Subsidiary of the Company followed by a distribution of the Capital Stock of such Subsidiary.
Excluded Assets; Excluded Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that the following assets of the Company, the Seller Parties or any Affiliate of any thereof (collectively, the “Excluded Assets”) are not a part of the transactions contemplated by this Agreement, and in no event shall either of the Buyer Parties, directly or indirectly (including without limitation through the Buyer’s ownership of the Shares or the Real Property Buyer’s ownership of the Owned Real Property), acquire any right, title or interest in or to any such Excluded Assets in connection therewith: (i) the cash of the Company (other than xxxxx cash, not to exceed $5,000); (ii) any intercompany balances of the Company; (iii) any Order or settlement made or entered in favor of the Company, any Seller Party or any Affiliate of any thereof in connection with any Legal Proceeding, including but not limited to with respect to any of the Excluded Liabilities; (iv) any asset relating to or arising out of any Legal Proceeding constituting an Excluded Liability; (v) the assets set forth on Schedule 5.9(a); and (vi) an amount equal to the Real Property Purchase Price. Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right, and shall use commercially reasonable efforts, to transfer prior to Closing all right, title and interest in and to the Excluded Assets from the Company to one or more Persons designated by the Parent.
(b) Each of the Buyer Parties acknowledges and agrees that the Company does not own the name “Fleetwood” or any derivation thereof or any related marks and that, as a result of the purchase of the Shares, except as expressly set forth in the License Agreement, neither of the Buyer Parties will acquire any ownership interest in or rights to use the name “Fleetwood” or any derivation thereof or any related marks. Within thirty (30) days after the Closing, the Buyer shall take such actions as may be required to change the corporate name of the Company to a name that does not include “Fleetwood.” The Seller shall be responsible for all filing fees required to be paid in connection with filing the Company’s change of name amendments in the state of its incorporation and in each other state in which it is qualified to transact business.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that the Excluded Liabilities are to be expressly retai...
Excluded Assets; Excluded Liabilities. The Company shall have assigned, sold, distributed or otherwise transferred the Excluded Assets to the Seller, its subsidiaries, its Affiliates or third parties, and the Seller shall have assumed or caused an Affiliate or third party to assume, as applicable, all of the Excluded Liabilities
Excluded Assets; Excluded Liabilities. The Company will (a) distribute the Excluded Assets to Seller prior to Closing, provided that any Excluded Assets thus distributed shall not be included as current assets for purpose of calculating the Net Working Capital; and (b) repay and discharge any Excluded Liabilities.
Excluded Assets; Excluded Liabilities. Schedule 2.7 sets forth a list of assets (together with the assets owned by the Seller or any of the Seller’s Affiliates (other than the Company) which such person will utilize under the Transition Services Agreement and trademarks owned or licensed by the Seller under the Trademark License Agreement, the “Excluded Assets”) and Liabilities (the “Excluded Liabilities”) that are excluded from the Stock Purchase. To the extent not completed prior to the Closing Date, the Buyer and the Seller shall, and the Buyer shall cause the Company to, take all actions reasonably necessary, including the execution and delivery of such documentation reasonably acceptable to the Buyer and the Seller, to transfer any and all such Excluded Assets and Excluded Liabilities to the Seller or any of its Affiliates (other than the Company) so as to ensure the Buyer (and the Company) shall not assume or be obligated to satisfy any Excluded Asset or Excluded Liability following the Closing and the Seller shall have the benefit of all such Excluded Assets.
Excluded Assets; Excluded Liabilities. (a) Excluded Assets. (i) SB shall not acquire the Bank Charter of BB, and (ii) any rights, claims, action, pending or otherwise against any person or under any policy of insurance relating, directly or indirectly, to any Regulatory Claim, potential Regulatory Claim or any other matter which could be the subject of any Regulatory Claim or similar action.
(b) Excluded Liabilities. SB and SAB will assume no liabilities, obligations or commitments of BB, including without limitation any trade obligations or debt, other than as specifically set forth on Disclosure Schedule 2.2, which shall be known as the “Assumed Obligations”. SB and SAB will not assume any liability for any fines or penalties relating to or arising from Regulatory Claims. Other than the Assumed Obligations, BB retains all liabilities that relate to the Acquired Assets or the business of BB that result from or arise out of any event, occurrence, transaction, action or inaction occurring prior to the Closing, including without limitation liabilities under any “employee pension benefit plan” or “employee welfare benefit plan” as those terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974 as amended, any product liability, warranty or other claims arising out of or relating to any service sold by BB at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, Taxes, workers compensation, real estate or environmental, health or safety matters.
Excluded Assets; Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary:
(a) Seller is transferring only the Transferred Assets and is not transferring any other properties or assets, including the Excluded Assets.
(b) Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liabilities pursuant to this Agreement, including any Excluded Liabilities.
Excluded Assets; Excluded Liabilities. Prior to the Closing, Sellers shall cause the Acquired Companies to convey, transfer and assign, without warranty and at Sellers’ cost, (a) 100% of the ownership of the Excluded Subsidiaries and (b) the assets described in Exhibit 8.11, including all rights to the name “Eagle Rock”, “EROC” and their derivatives (collectively, the “Excluded Assets”), to an entity established by Sellers or their Affiliates (the “New Entity”). The conveyance of the Excluded Assets shall provide that the New Entity shall assume any and all of the Acquired Companies’ Liabilities not attributable to or arising from the Assets (except as provided for in Sections 8.12 and 8.13) or the Ivory LP Interest, whether arising before, on or after the Closing Date (“Excluded Liabilities”), and provide for Sellers’ and Partnership’s absolute and unconditional guarantee of New Entity’s assumption obligations. The conveyances, assumptions and guarantees described above shall be pursuant to documents reasonably acceptable to Buyer. All of the Acquired Companies’ indebtedness for borrowed money and all of the Acquired Companies’ Liabilities in respect of the borrowed money indebtedness of any person other than an Acquired Company shall constitute Excluded Liabilities.
Excluded Assets; Excluded Liabilities. Prior to the Closing, Seller shall cause (a) all Excluded Assets that reside in any Acquired Company to be transferred to Seller or a Subsidiary of Seller (other than any Acquired Company), and (b) the Excluded Liabilities that reside in any Acquired Company to be discharged or assumed by Seller or a Subsidiary of Seller (other than an Acquired Company), in each case without Liability to any Acquired Company or Purchaser.
