Excluded Banking Liabilities Clause Samples

Excluded Banking Liabilities. Notwithstanding anything to the contrary set forth in this Agreement, BNY and its Subsidiaries will retain the following liabilities and obligations, and such liabilities and obligations shall not be assumed by JPM or any of its Subsidiaries and shall be excluded from the Assumed Banking Liabilities (collectively, the "EXCLUDED BANKING LIABILITIES"): (1) any liability or obligation of BNY or any of its Subsidiaries of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, not primarily related to the Banking Business; (2) any liability or obligation of BNY or any of its Subsidiaries of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent relating to or arising from or in connection with any Excluded Banking Asset; (3) other than the Assumed Banking Deposits assumed pursuant to Section 3.2(a)(1), any liability or obligation of BNY or any of its Subsidiaries of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent existing at the time of, or arising out of or relating to acts, events or omissions to act that occurred prior to, the Closing or in connection with the conduct by BNY or any of its Subsidiaries of the Banking Business prior to the Closing, whether in violation of any Applicable Law, Contracts or fiduciary duties or otherwise; (4) any liability or obligation of BNY or any of its Subsidiaries for any Excluded Banking Taxes that are the responsibility of BNY under Article XIV; (5) any compensation and benefit liability to Banking Business Employees with respect to services provided prior to the Closing Date and any Liabilities under the Banking Employee Plans and Banking Employment Agreements incurred prior to the Closing Date, whether or not such claims are submitted for payment or reimbursement on or before the Closing Date, except to the extent otherwise provided under Section 13.2; (6) any liability or obligation for retiree medical and life insurance benefits for Banking Business Employees under Banking Employee Plans; (7) any Controlled Group Liability arising under any Banking Employee Plan or any of employee benefit plan sponsored, maintained or contributed to or by an ERISA Affiliate of BNY or any of its Subsidiaries; and (8) the liabilities and obligations set forth on SCHEDULE 3.2(b)(8). After the Closing, JPM shall provide BN...