Excluded Assets; Excluded Liabilities. Prior to the Closing Date, (i) each of the Company and the Company Subsidiaries will have sold, transferred, assigned or otherwise distributed all of the Excluded Assets to Indemnitor or one of its wholly owned subsidiaries and (ii) Indemnitor or one of its wholly owned subsidiaries will have assumed all of the Excluded Liabilities. Immediately prior to the Closing, the only assets and liabilities of the Company and the Company Subsidiaries will be (i) the Acquired Real Property Assets (subject to any Permitted Liens), (ii) the Acquired Personal Property Assets, (iii) the Assumed Mortgage Debt, (iv) the Specified Liabilities and (v) any Excluded Liabilities which Indemnitor shall have assumed pursuant to Section 5.08.
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 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. Prior to or at the Closing, the Excluded Assets will be (a) distributed by the Company to Seller or its nominee or otherwise transferred to Seller or its nominee or their nominee(s); and (b) all Excluded Liabilities will be assumed by Seller or its nominee. If any of the Company's Accounts Receivable included in the December 31 Financial Statements have not been collected on or before the Closing Date, the Company shall assign all such Accounts Receivable (but only to the extent of the uncollected portion thereof) to Seller or its nominee, and such assigned Accounts Receivable shall become Excluded Assets and will therefore not be included in the calculation of Working Capital as of the Effective Date. Purchaser (and the Company) covenant and agree that on and after the date of Closing they will, and will cause the Subsidiaries to, cease using the name “Stanolind” and that, no later than 90 days following the Closing, they will file or cause to be filed amendments to the Company and the Subsidiaries respective Certificates of Incorporation reflecting such name changes with the Delaware Secretary of State or other state of domicile and make such filings as may be appropriate reflecting such name changes with the states and in the counties in which they continue to do business. Purchaser will notify Seller upon filing the amendments. After the Closing, the name “Stanolind” shall be considered an Excluded Asset. Table of Contents All liabilities under that certain employment letter agreement with Xxxxxx Xxxxxxxx, as disclosed in the Company Disclosure Schedule, shall be considered Excluded Liabilities. If any penalty is owed, or other liability is created, on account of the delinquent New Mexico income tax filings disclosed in the Company Disclosure Schedule, such liability or penalty shall be born by Seller as an Excluded Liability. None of the representations or warranties set forth in this Agreement nor any of the other provisions of this Agreement shall be applicable to the Excluded Assets or Excluded Liabilities. Any receipts or payments made on account of the Excluded Assets and Excluded Liabilities after the Effective Date but prior to the Closing Date shall be adjustments to the Base Purchase Price as set forth in Section 5.11. Notwithstanding the fact that Section 5.12 calls for a Final Settlement of all adjustments set forth in Section 5.11 within a prescribed period after the Closing Date, both Parties agree to work together to ensure that all cash...
Excluded Assets; Excluded Liabilities. (a) Any provision of this Agreement to the contrary notwithstanding, neither DTI U.S. nor DTI U.K. shall acquire, and there shall be excluded from the U.S. Acquired Assets and the U.K. Acquired Assets, any interest in the Excluded Assets.
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.
Excluded Assets; Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary:
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.
