Excluded Liabilities Sample Clauses
POPULAR SAMPLE Copied 132 times
Excluded Liabilities. Notwithstanding anything contained herein to the contrary, except as otherwise provided in Section 6.10 or Article VIII, Purchaser shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any of the following Liabilities of Seller and/or its Subsidiaries (other than any such Liabilities of the Conveyed Entities) (collectively, the “Excluded Liabilities”):
(a) all Liabilities relating to employees of Seller and its Subsidiaries, including but not limited to all Liabilities arising under the Employee Benefit Plans, arising prior to the Closing Date and any Liabilities expressly retained by Seller pursuant to Section 6.8;
(b) any Liabilities arising out of the Excluded Assets;
(c) any Liabilities arising out of or relating to this Agreement for which Seller has responsibility pursuant to the terms of this Agreement;
(d) any Liabilities arising out of or relating to any Contract which is not an Assumed Contract;
(e) any Liabilities, including any Liabilities under any Environmental Law, arising out of or relating to any real property at any time owned, leased, occupied or controlled by Seller or any of its Subsidiaries which is not Owned Real Property or subject to a Real Property Lease;
(f) any Liabilities under any Environmental Law arising out of or relating to facts or circumstances which existed or occurred in connection with the Terminal Operations prior to the Closing (i) at any real property other than (x) Owned Real Property, (y) real property subject to a Real Property Lease or (z) real property adjacent to Owned Real Property or real property subject to a Real Property Lease where Hazardous Materials are or are alleged to have migrated from Owned Real Property or real property subject to a Real Property Lease, or (ii) at any real property listed on the NPL as of the Closing (including, but not limited to, all units of the Diamond Alkali Superfund Site in or near Newark, New Jersey and the Gowanus Canal Superfund Site in Brooklyn, New York), regardless of whether such real property is or is adjacent to any Owned Real Property or real property subject to a Real Property Lease;
(g) ORVR Upgrade Liabilities;
(h) Pre-Closing Asbestos Liabilities;
(i) any Liabilities arising out of the ownership or operation of the Terminal Operations prior to the Closing with respect to the matters set forth in Section 4.7 of the Seller Disclosure Letter; and
(j) Liabilities arising out of MTBE Litig...
Excluded Liabilities. Seller acknowledges that the sole liabilities and obligations being assumed by Buyer are the Assumed Obligations and Seller shall retain all other liabilities and obligations, including (collectively, the “Excluded Liabilities”):
(a) any liabilities or obligations of Seller to the extent related to any Excluded Assets;
(b) any liabilities or obligations of Seller in respect of Indebtedness;
(c) any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is expressly liable pursuant to Section 3.4 or Section 7.8;
(d) any obligations of Seller or any of its Affiliates for wages, vacation pay, other paid time off, employment Taxes, bonuses, other incentive compensation, commissions, expense reimbursement, or retention or severance pay to the extent attributable to the period prior to the Effective Time or which may become payable as a result of the Closing;
(e) except as otherwise expressly provided in Section 7.10, any liabilities under or relating to any Benefit Plan at any time maintained, contributed to or required to be contributed to by Seller or any of its Affiliates, or under which Seller or any Affiliate has or may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller’s or any of Seller’s Affiliates withdrawal or partial withdrawal from or termination of any Benefit Plan;
(f) except for the Recoverable Liabilities, any liabilities or obligations arising from any Claim (including any workers compensation claim) involving the Purchased Assets or the Business filed or arising from an Actionable Incident occurring prior to the Effective Time, including any such Claims or Actionable Incidents disclosed in the Seller Disclosure Schedules; and
(g) any liabilities or obligations of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection in herewith, and any of the transactions contemplated hereby and thereby.
Excluded Liabilities. Notwithstanding any other provision of this Agreement to the contrary, the Buyer Parties are not assuming and the Seller Parties shall pay, perform or otherwise satisfy, all Liabilities other than the Assumed Liabilities (the “Excluded Liabilities”), including the following:
(a) all Liabilities to the extent arising out of or relating to the conduct or operation of the Business or the ownership or use of the Transferred Assets prior to the Closing, except for any Liabilities expressly included within the Assumed Liabilities;
(b) Liabilities for Excluded Taxes;
(c) Seller Transaction Expenses;
(d) all Liabilities in respect of Released Products sold by the Business before the Closing, including any obligations for Rebates to the extent allocated to Seller pursuant to Section 5.18(b), except for the Assumed Liabilities pursuant to Section 2.3(e);
(e) Liabilities arising out of or relating to Actions or threatened Actions to the extent involving or relating to the operation of the Business or the Transferred Assets prior to the Closing, except for any Liabilities expressly included within the Assumed Liabilities;
(f) any Liability pursuant to any Law arising from or relating to any action, event, circumstance or condition occurring or existing on or prior to the Closing;
(g) any Liability arising in respect of or relating to any Workers other than those expressly assumed by Buyer pursuant to Section 5.5, including any and all (i) employment-related Liabilities arising through the Closing Date in respect of all Transferred Employees and other Workers, (ii) Liabilities arising from the termination of Workers prior to the Closing, (iii) Liabilities under any Employee Plan, (iv) Liabilities arising from the failure to provide continuation coverage required by Section 4980B of the Code (“COBRA”) with respect to Workers or their respective beneficiaries for whom a “qualifying event” occurs on or before the Closing, (v) workers’ compensation and other similar claims asserted by or with respect to any Workers or their respective beneficiaries in respect of any injury or other compensable event or occupational illness or disease that occurred or is attributable to any event, state of facts or conditions that existed or occurred in whole or in part prior to the Closing, (vi) obligations to reimburse Workers for business expenses incurred before the Closing and (vii) Liabilities relating to Workers who are not Business Employees;
(h) any indebtedness for borrowed money ...
Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:
(a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others;
(b) any Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 6.14; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law);
(c) any Liabilities relating to or arising out of the Excluded Assets;
(d) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date;
(e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller;
(f) any recall, design defe...
Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Seller or any of its Affiliates (including, without limitation, those related to the Business) of any kind, character or description whatsoever (the “Excluded Liabilities”). Seller shall discharge in a timely manner or shall make adequate provision for all of the Excluded Liabilities that affect the Business, Assets or Assumed Liabilities, provided that Seller shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any person or entity. Excluded Liabilities shall include, without limitation:
(a) all Taxes (other than Taxes that are Assumed Liabilities) including those that result from or have accrued in connection with the operation of the Business on or prior to the Closing Date;
(b) any Liability or obligation of Seller of any nature owed to any employees, directors, former employees, agents or independent contractors, whether or not employed by Buyer after the Closing, that (A) arises out of or relates to the employment or service provider relationship between Seller or its Affiliates (or any predecessor in interest) and any such individual(s) (including, but not limited to, claims for compensation, discrimination, harassment, or retaliation and any Liability under Seller’s Employee Benefit Plans); or (B) arises out of or relates to events, circumstances or conditions occurring on or prior to the Closing Date (including the transactions contemplated by this Agreement);
(c) all Accounts Payable arising on or prior to the Closing Date; * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions.
(d) Liabilities of Seller under the Assumed Contracts that were incurred, arose or became payable on or prior to the Closing Date;
(e) all Liabilities of Seller and its Affiliates under the Registrations, to be performed, or which relate to any event, circumstance or condition occurring, on or prior to the Closing Date;
(f) all Liabilities with respect to accrued expenses incurred on or prior to the Closing in connection with the CV Products or the Business;
(g) all Liabilities arising out of claims of third parties for damage or injury suffered as the result of defective products sold or manufactured on or prior to the Closing Dat...
Excluded Liabilities. The Purchaser shall not assume and shall have no obligation to discharge, perform or fulfill any liabilities or obligations of any Vendor or claims against any Vendor related to any Vendor’s Purchased Assets of any kind whatsoever in respect of the period of time prior to the relevant Closing Date, including, but not limited to, with respect to each Vendor:
(a) any such liabilities or obligations of that Vendor incurred or accrued prior to the relevant Closing Date of that Vendor’s Purchased Assets, including but not limited to, any claim by a third party arising out of or in connection with the operation of the business of the Vendor or any operating expenses of Vessels on or before the relevant Closing Date;
(b) all Taxes of or relating to that Vendor or, with respect to any period of time prior to the relevant Closing Date, as the case may be, of that Vendor’s Purchased Assets;
(c) all such liabilities in respect of indebtedness of that Vendor to all persons;
(d) all such claims and liabilities relating to services provided by that Vendor prior to the relevant Closing Date, as the case may be, of that Vendor’s Purchased Assets;
(e) any such claims, obligations and liabilities relating to or arising out of the employment of all crew and sea-going employees employed by the Vendor or a sub-contracted party on any of its Vessels, including liens for master’s disbursements incurred in the ordinary course of trading and unpaid crew’s wages, including liabilities secured by the liens described in paragraph (iii) of the definition of Permitted Encumbrances;
(f) all liabilities which relate to a period of time prior to the relevant Closing Date of that Vendor’s Purchased Assets;
(g) any such obligations or liabilities of that Vendor related to any breach or default of any kind by that Vendor existing or relating to a period of time prior to the relevant Closing Date of that Vendor’s Purchased Assets or arising as a consequence of the transactions contemplated by this Agreement; and
(h) subject to Section 7.2, any liabilities or obligations of any Vendor under the Memoranda of Agreement, the Ship Building Contract or the Purchase Option Charters. Each Vendor shall indemnify and save harmless the Purchaser from and against all such liabilities, debts, obligations and claims in accordance with Section 8.5.
Excluded Liabilities. Notwithstanding the provisions of Section 1.1(c), Seller will retain, and Purchaser will not assume, by virtue of this Agreement or the Transactions, and will have no liability for, or obligation to pay, perform or discharge, any Liabilities of Seller or Seller’s Affiliates that are not Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include:
(i) any Liability for Taxes of Seller (or any Affiliate of Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities for which Seller is responsible pursuant to Section 4.7;
(ii) any Liabilities relating to or arising out of the Excluded Assets;
(iii) any Liabilities of Seller arising under or in connection with any benefit plan providing benefits to any present or former employee of Seller or its Affiliates;
(iv) in relation to the Business Employees, all (A) Liabilities for accrued wages, salary, bonus, vacation time and any other form of compensation of Transferred Employees payable with respect to all periods prior to the Closing (including associated withholding and payroll tax obligations); (B) Liabilities arising under the Employee Plans (including Liabilities for retention bonuses, change of control and similar payments or severance obligations that are, in each case, provided under any Employee Plan and any claims or litigation related to any Employee Plan); and (C) Liabilities and expenses arising in respect of claims or litigation of Business Employees in connection with the operation of the Purchased Assets or the Business, that relate to events prior to the Closing;
(v) all environmental Liabilities associated with Hazardous Materials generated at the Facilities or the Purchased Assets and disposed of off-site at third party commercial disposal facilities prior to the Closing Date;
(vi) all health and safety claims associated with current and former employees of the Business and claims related to occupational exposures or injuries prior to the Closing Date;
(vii) any Liabilities under (A) the Excluded Contracts whenever arising, or (B) any other Contracts to the extent such Liabilities under such other Contracts arise out of or relate to a breach by Seller of such other Contracts prior to the Valuation Date;
(viii) all Liabilities arising from the generation or trading of RINS and LCFS Credits prior to the Valuation Date;
(ix) all Liabilities arising from the generation or trading of RINS and LCFS...
Excluded Liabilities. Notwithstanding anything contained herein to the contrary, Buyer shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) of Seller or any of its Affiliates (other than the liabilities expressly assumed in this Agreement) including, but not limited to, the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities not assumed hereunder, the “Excluded Liabilities”):
(i) any liabilities or obligations relating to any current or former employee or independent contractor of Seller or any of its Affiliates (whether or not such employee is hired by Buyer following the Closing) and labor matters relating to any such current or former employee or independent contractor including any liabilities or obligations arising out of or relating to any employee-related matter, employee-related payment obligation, collective bargaining contract, labor negotiation, severance cost, pension plan, profit sharing plan, deferred compensation plan, accrued holiday benefit, accrued bonus, salary, bonus plan, phantom stock award, stock option or purchase plan, employment contract, consulting contract, any Employee Benefit Plan or any entitlements arising as a result of or in connection with the consummation of the Purchase;
(ii) any Taxes, interest, and penalties (i) attributable to the purchased Assets or the Business with respect to any Pre-Closing Period or (ii) imposed on Seller or any of its Affiliates;
(iii) any liabilities or obligations related to the Excluded Assets;
(iv) any liabilities or obligations arising out of or relating to indebtedness of Seller or any of its Affiliates;
(v) any liabilities or obligations arising out of or relating to any contract which is not an Assigned Contract;
(vi) other than in connection with the operation of the Business after the Closing Date, any liabilities or obligations arising out of operations prior to the Closing Date, and /or relating to any real property owned, leased, occupied or controlled by Seller;
(vii) any Seller Transaction Expenses; and
(viii) any liabilities or obligations arising from product liability claims for which the injury or loss giving rise thereto (not just the delivery of the notice of such claims) occurs prior to the Closing Date, inclu...
Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following:
(i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset;
(ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02;
(iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets;
(iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof;
(v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and
(vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or conting...
Excluded Liabilities. Except as otherwise expressly provided in this Agreement, Sunoco and the Contributing Subsidiaries shall retain sole responsibility for and shall pay, perform and discharge when due all Liabilities of Sunoco and any of the Contributing Subsidiaries, respectively, (regardless of whether asserted before or after the Closing) other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, the following Liabilities:
(a) all FCPA Liabilities arising out of or relating to the ownership, operation or use of the Refinery Business or the Refinery Assets at any time prior to the Closing;
(b) all Liabilities associated with the Excluded Contracts listed in Schedule 2.4(f);
(c) (i) any and all income Taxes imposed on Sunoco or any of its Affiliates, (ii) the Property Taxes allocable to Sunoco pursuant to Section 11.4, (iii) the Transfer Taxes allocable to Sunoco pursuant to Section 11.5, (iv) for the avoidance of doubt, any Taxes imposed on or with respect to the Excluded Assets, (v) without duplication of any Taxes described in clauses (i)-(iv), any Taxes of any Contributing Subsidiary imposed on NewCo as a transferee or successor of such Contributing Subsidiary and that are not imposed on or with respect to the Refinery Assets or the Refinery Business (other than any Property Taxes or Transfer Taxes allocable to NewCo pursuant to Section 11.4 or Section 11.5) and (vi) without duplication of any Taxes described in clauses (i)-(v), any and all other Taxes imposed on or with respect to the Refinery Assets or the Refinery Business for any taxable period (or portion thereof) ending before the Closing (other than any Property Taxes or Transfer Taxes allocable to NewCo pursuant to Section 11.4 or Section 11.5);
(d) all Liabilities associated with any Refinery Contract for payment of the current accounts payable for goods and services as delivered or provided prior to the Closing;
(e) all Liabilities associated with any Downstream In-Transit Sale Obligation for delivery or provision of goods and services following the Closing;
(f) all intra-group Liabilities owing to Sunoco or any of its Affiliates, unless otherwise explicitly set forth in, and in accordance with, the Retail Agreement, the TSA, or the SXL Agreements;
(g) all Environmental Liabilities arising out of or relating to the Refinery Business or Refinery Assets, including (i) any Environmental Condition or Environmental Noncompliance, in either case to the extent occurring or in existence ...