Excluded Assets; Retained Liabilities Clause Samples

Excluded Assets; Retained Liabilities. (a) Notwithstanding any provision herein to the contrary, the following assets shall be excluded from the transaction (the “Excluded Assets”), and Seller shall, to the extent applicable, prior to the Closing, dividend, transfer, dispose of, extinguish or otherwise exclude from the Company such assets: (i) all trademarks, service marks and tradenames containing “NRG”, including all NRG Marks and Marked Materials; (ii) any refunds or credits related to Taxes to the extent attributable to Tax periods (or portions thereof as determined in a manner consistent with Section ‎7.1) ending on or prior to the Closing Date; (iii) the Contracts listed on Schedule ‎6.6(a)(iii) (the “Excluded Contracts”); (iv) the Excluded Records; (v) all rights to premium refunds and distributions made on or after the Closing with respect to periods on or prior to the Closing under the Nuclear Insurance Policies of the Company with ANI, including any rights to receive premium refunds, distributions and continuity credits with respect to periods prior to the Closing pursuant to the ANI nuclear industry credit rating plan; and (vi) the Insurance Policies set forth on Schedule 6.6(a)(vi) and all rights under such policies, including with respect to occurrences taking place prior to the Closing Effective Time and all proceeds with respect thereto; and (vii) all rights with respect to the Property Tax Litigation. (b) To the extent that any proceeds relating to the Excluded Assets are received by Buyer or any of its Affiliates (including the Company) after the Closing, Buyer shall remit such proceeds to Seller promptly after receipt thereof. (c) Notwithstanding any other provision of this Agreement, Seller shall retain and discharge the following Liabilities (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due), (the “Retained Liabilities”): (i) all Liabilities expressly retained by Seller pursuant to Article ‎VII; (ii) all Liabilities to the extent relating to or arising under any Excluded Asset; and (iii) all Liabilities with respect to the Uri Litigation and the Property Tax Litigation (other than Buyer’s pro rata share of any property taxes with respect to the period after the Closing Effective Time, in accordance with this Agreement).