Excluded Liabilities Not Assumed. Except for the -------------------------------- Liabilities of the Contributed Company Group (which will remain the sole responsibility of the applicable member of the Contributed Company Group) and except for the Assumed Liabilities expressly described above in Section 1.4(b), Newco shall not assume, pay, perform or discharge, or otherwise have any obligation, responsibility or liability whatsoever for, any and all Liabilities of SSI (including IMG), STI or their respective direct and indirect subsidiaries (whether now existing or hereafter arising), and said companies shall retain, and shall be solely responsible and liable for paying, performing and discharging when due, all such Liabilities (collectively, the "EXCLUDED LIABILITIES").
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Seagate Software Inc), Agreement and Plan of Reorganization (Seagate Technology Inc)
Excluded Liabilities Not Assumed. Except for the -------------------------------- Liabilities of the Contributed Company Group (which will remain the sole responsibility of the applicable member of the Contributed Company Group) and except for the Assumed Liabilities expressly described above in Section 1.4(b1.4(c), Newco shall not assume, pay, perform or discharge, or otherwise have any obligation, responsibility or liability whatsoever for, any and all Liabilities of SSI (including IMG), STI SCO or their respective its direct and indirect subsidiaries (whether now existing or hereafter arising), and said companies shall retain, and shall be solely responsible and liable for paying, performing and discharging when due, all such Liabilities (collectively, the "EXCLUDED LIABILITIESExcluded Liabilities").
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Santa Cruz Operation Inc), Agreement and Plan of Reorganization (Santa Cruz Operation Inc), Agreement and Plan of Reorganization (Caldera Systems Inc)
Excluded Liabilities Not Assumed. Except for the -------------------------------- Liabilities of the Contributed Company Group (which will remain the sole responsibility of the applicable member of the Contributed Company Group) and except for the Assumed Liabilities expressly described above in Section 1.4(b1.4(c), -------------- Newco shall not assume, pay, perform or discharge, or otherwise have any obligation, responsibility or liability whatsoever for, any and all Liabilities of SSI (including IMG), STI SCO or their respective its direct and indirect subsidiaries (whether now existing or hereafter arising), and said companies shall retain, and shall be solely responsible and liable for paying, performing and discharging when due, all such Liabilities (collectively, the "EXCLUDED LIABILITIESExcluded Liabilities").
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Tarantella Inc), Agreement and Plan of Reorganization (Tarantella Inc)
Excluded Liabilities Not Assumed. Except for the -------------------------------- Liabilities of the Contributed Company Group (which will remain the sole responsibility of the applicable member of the Contributed Company Group) and except for the Assumed Liabilities expressly described above in Section 1.4(b), Newco shall not assume, pay, perform or discharge, or otherwise have any obligation, responsibility or liability whatsoever for, any and all Liabilities of SSI (including IMG), STI or their respective direct and indirect subsidiaries (whether now existing or hereafter arising), and said companies shall retain, and shall be solely responsible and liable for paying, performing and discharging when due, all such Liabilities (collectively, the "EXCLUDED LIABILITIES").. (c)
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Seagate Software Inc), Agreement and Plan of Reorganization (Seagate Software Inc)