Excluded Assets; Excluded Liabilities Sample Clauses

Excluded Assets; Excluded Liabilities. Prior to each Closing, (i) Seller will cause the Company or Companies to be acquired by Acquiror on such Closing Date, as applicable, to transfer, convey assign or otherwise distribute to Seller or one of its wholly owned subsidiaries all of such Company's right, title and interest in and to all the Excluded Assets, and (ii) Seller 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 a Company followed by a distribution of the Capital Stock of such Subsidiary.

Excluded Assets; Excluded Liabilities. The assets listed in Section 2.4 of the Company Disclosure Schedule (which shall include any undeveloped Oil and Gas Interests described in Section 2.4 of the Company Disclosure Schedule) and the other assets identified in this Agreement as excluded assets (collectively with any other assets that become excluded assets under Section 5.10(c) or Section 5.10(d), and any receivables or other assets that are created on account of said assets, the “Excluded Assets”) will be, prior to or at Closing, sold, assigned, distributed or otherwise transferred by the Company or its Subsidiaries to Seller or its nominee; provided, however, any asset that becomes an Excluded Asset under Section 5.10(c) or Section 5.10(d) shall be assigned by the Company or its Subsidiary after the Closing. Excluded Assets will not include any undeveloped Oil and Gas Interests described in Section 9.18 of the Company Disclosure Schedule. All obligations, debts, or liabilities incurred in connection with or associated with the Excluded Assets (and any other known or unknown, ▇▇▇▇▇▇ or inchoate, claims, obligations, debts or other liabilities that accrue or arise from the ownership or operation of the Excluded Assets at any time in the history of the Company or its Subsidiaries, the “Excluded Liabilities”) shall be assumed by Seller or its nominee without any reservation as of the Closing. None of the representations or warranties set forth in this Agreement or any of the other provisions of this Agreement shall be applicable to the Excluded Assets and Excluded Liabilities. Notwithstanding anything to the contrary in the foregoing, all Taxes, if any, resulting from the transfer of the Excluded Assets shall be considered an Excluded Liability only after utilization of the Company's available tax attribute carry forwards.

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. Notwithstanding anything to the contrary contained in Section 1.1, the Parties expressly understand and agree that: (a) none of the Seller, Logistics nor any of their respective Affiliates are hereunder selling, assigning, transferring, conveying or delivering to Purchaser or its Affiliates any right, title or interest in, to or under any other assets, properties or rights, whether tangible or intangible, real, personal or mixed, of the Seller and/or Logistics’ set forth on Schedule 1.2(a), including without limitation, all of Seller’s and/or Logistics’ assets that are not used in the Business and all Software that is used in connection with Seller’s retained business (collectively, the “Excluded Assets”); and (b) neither Purchaser nor any of its Affiliates shall assume or be liable for, or be responsible to pay, perform or discharge, any liability or obligation of the Company or Seller or Logistics that is not an Assumed Liability, including, without limitation, the Liabilities set forth in Schedule 1.2(b) and Liabilities under Section 9.1(e)(i) (Seller Retained Liabilities) (collectively, the “Excluded Liabilities”).

Excluded Assets; Excluded Liabilities. All other assets of the Seller are expressly excluded from the Purchased Assets (collectively, the "Excluded Assets"). Neither the Buyer nor any of its affiliates shall assume any liabilities or obligations of the Seller or any of its respective Canadian affiliates or predecessor owners, or any liabilities or obligations relating to or arising from the Business or the conduct thereof including, without limitation, (a) breach of product warranties, product liability and liability in tort (including in either case unripened liabilities due to Products manufactured by or on behalf of Seller, any Canadian affiliate or predecessor owner of the Seller or the Business or any other manufacturer, or liabilities from actions or sales occurring prior to the Effective Time), (b) indebtedness for borrowed money, (c) Tax liabilities, (d) obligations to present or former employees, agents, representatives or other personnel, (e) contracts or other agreements, (f) liabilities relating to the Excluded Assets, (g) all liabilities for the violation or breach of any environmental laws, rules or regulations and (h) all liabilities for trade and consumer promotions arising prior to the Effective Time, in any case whether known or unknown, fixed or contingent, absolute, conditional or otherwise. Without limiting the generality of the foregoing, the Seller and/or any of its Canadian affiliates or predecessor owners, as the case may be, shall remain solely and exclusively liable for all liabilities or obligations as a result of any act, omission or event occurring prior to the Effective Time, whether or not the related cause of action or damage occurred after the Effective Time. All liabilities and obligations retained by the Seller, its Canadian affiliates or predecessor owners as described in this Section 1.2, are collectively referred to herein as the "Excluded Liabilities." After the Effective Time, the Seller shall, directly or indirectly, discharge and satisfy in full when due the Excluded Liabilities.

Excluded Assets; Excluded Liabilities. The Company shall, or shall cause its Subsidiaries to, transfer all of the properties and assets set forth on Section 5.12 of the Company Disclosure Schedule (“Excluded Assets”), and any Liabilities associated therewith (“Excluded Liabilities”) to a Person other than the Company or any of its Subsidiaries prior to the Closing Date, such that, following such transfer, neither the Company nor its Affiliates shall have any continuing Liability with respect to such property or assets or such transfer. The Company shall provide Purchaser a copy of all definitive documents concerning such transfer promptly after execution of such documents.

Excluded Assets; Excluded Liabilities. For the avoidance of doubt, the Parties acknowledge and agree that the sale and transfer of the Business Assets pursuant to this Agreement does not include any Excluded Assets nor the assumption of any Excluded Liabilities. For greater certainty, all Excluded Assets and Excluded Liabilities shall remain the property and obligation of the Sellers after the Closing.