Transfer of Excluded Assets; Excluded Liabilities Sample Clauses

Transfer of Excluded Assets; Excluded Liabilities. Subject to Section 3.10(b), prior to the Entergy Contribution, (a) Entergy shall cause any applicable TransCo Sub to Convey to Entergy or an appropriately capitalized Subsidiary of Entergy (as Entergy may designate) (other than any member of the TransCo Group) any Excluded Assets that it owns, leases or has any right to use, and Entergy shall accept from such TransCo Sub, or shall cause any designated Subsidiary of Entergy (other than any member of the TransCo Group) to accept, the Excluded Assets and all such respective right, title and interest in and to any and all of such Excluded Assets and (b) Entergy shall cause any applicable TransCo Sub to Convey any Excluded Liability for which it is otherwise responsible to Entergy or an appropriately capitalized Subsidiary of Entergy (as Entergy may designate) (other than any member of the TransCo Group), and Entergy shall assume, perform and fulfill when due, and to the extent applicable, comply with, or shall cause the designated Subsidiary of Entergy to assume, perform and fulfill when due, and to the extent applicable, comply with, any and all of such Excluded Liabilities in accordance with their respective terms.
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Transfer of Excluded Assets; Excluded Liabilities. Prior to the Business Transfer Time, (a) Tech will cause any applicable Fuels Entity to Convey to Tech or a Subsidiary of Tech any Excluded Assets that it owns, leases or has any right to use, and Tech will accept from such member of the Fuels Group, and will cause an applicable Subsidiary of Tech to accept, all such respective right, title and interest in and to any and all of such Excluded Assets and (b) Tech will cause any applicable Fuels Entity to Convey any Excluded Liability for which it is otherwise responsible to Tech or a Subsidiary of Tech, and Tech will assume, perform and fulfill when due, and to the extent applicable, comply with, or will cause the applicable Subsidiary of Tech to assume, perform and fulfill when due, and to the extent applicable, comply with, any and all of such Excluded Liabilities.
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Transfer of Excluded Assets; Excluded Liabilities. Except as provided in Section 1.08, prior to the Business Transfer Time, (a) Parent will cause any applicable Galleria Entity to Convey to Parent or a Subsidiary of Parent any Excluded Assets that it owns, leases or has any right to use, and Parent will accept from such member of the Galleria Group, and will cause an applicable Subsidiary of Parent (other than a Galleria Entity) to accept, all such respective right, title and interest in and to any and all of such Excluded Assets and (b) Parent will cause any applicable Galleria Entity to Convey any Excluded Liability for which it is otherwise responsible to Parent or a Subsidiary of Parent (other than a Galleria Entity), and Parent will assume, perform and fulfill when due, and to the extent applicable, comply with, or will cause the applicable Subsidiary of Parent to assume, perform and fulfill when due and, to the extent applicable, comply with, all of such Excluded Liabilities in accordance with their respective terms.
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Transfer of Excluded Assets; Excluded Liabilities. Prior to the Business Transfer Time, (a) Logiq will accept from such member of the AppLogiq Group, and will cause an applicable Subsidiary of Logiq to accept, all such respective right, title and interest in and to any and all of such Excluded Assets held by Lova or a Lova Entity and (b) Logiq will assume, perform and fulfill when due, and to the extent applicable, comply with, or will cause the applicable Subsidiary of Logiq to assume, perform and fulfill when due, and to the extent applicable, comply with, any and all of such Excluded Liabilities.
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Transfer of Excluded Assets; Excluded Liabilities. Subject to Section 1.08(b), prior to the Closing, (a) Seller will cause any applicable Wimbledon Entity to Convey to Seller or a Subsidiary of Seller (other than a Wimbledon Entity) any Excluded Assets that it owns, leases or has any right to use, and Seller will accept from such Wimbledon Entity, and will cause an applicable Subsidiary of Seller (other than a Wimbledon Entity) to accept, all such respective right, title and interest in and to any and all of such Excluded Assets and (b) Seller will cause any applicable Wimbledon Entity to Convey any Excluded Liability for which it is otherwise responsible to Seller or a Subsidiary of Seller (other than a Wimbledon Entity), and Seller will assume, perform and fulfill when due, and to the extent applicable, comply with, or will cause the applicable Subsidiary of Seller (other than a Wimbledon Entity) to assume, perform and fulfill when due, and to the extent applicable, comply with, any and all of such Excluded Liabilities.
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Transfer of Excluded Assets; Excluded Liabilities. Subject to Section 1.8(b), prior to the Separation Time: (i) Fox shall cause any applicable Newco Sub or Direct Sales Entity (or any Subsidiary of a Direct Sales Entity) to allocate and Convey to Fox or an appropriately capitalized Subsidiary of Fox (as Fox may designate) (other than any member of the Newco Group or any Direct Sales Entity (or any Subsidiary of a Direct Sales Entity)), in accordance with the Separation Plan and the other terms and conditions of this Agreement, any Excluded Assets that it owns, leases or has any right to use, and Fox shall accept from such Newco Sub or Direct Sales Entity (or any Subsidiary of a Direct Sales Entity), or shall cause any designated Subsidiary of Fox (other than any member of the Newco Group or any Direct Sales Entity (or any Subsidiary of a Direct Sales Entity)) to accept, the Excluded Assets and all such respective right, title and interest in and to any and all of such Excluded Assets and (ii) Fox shall cause any applicable Newco Sub or Direct Sales Entity (or any Subsidiary of a Direct Sales Entity) to Convey to Fox or an appropriately capitalized Subsidiary of Fox (as Fox may designate) (other than any member of the Newco Group or Direct Sales Entity (or any Subsidiary of a Direct Sales Entity)), in accordance with the Separation Plan and the other terms and conditions of this Agreement, any Excluded Liability for which Newco or such Direct Sales Entity (or any Subsidiary of a Direct Sales Entity) is otherwise responsible, and Fox shall assume, perform, satisfy, discharge and fulfill when due, and to the extent applicable, comply with on a timely basis, or shall cause the designated Subsidiary of Fox to assume, perform, satisfy, discharge and fulfill when due, and to the extent applicable, comply with on a timely basis, any and all of such Excluded Liabilities in accordance with their respective terms. As between members of the Fox Group, on the one hand, and members of the Newco Group and any Direct Sales Entities (and any Subsidiary of a Direct Sales Entity), on the other hand, following the Separation Time, the members of the Fox Group will be solely responsible for all Excluded Liabilities, on a joint and several basis.
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Transfer of Excluded Assets; Excluded Liabilities. (a) Subject to compliance with this Agreement, all of the assets set forth on Section 2.08 of the Disclosure Schedules (the “Excluded Assets”) shall be transferred by the Company to the Seller or a designee of the Seller at or prior to the Closing unless otherwise indicated in Section 2.08 of the Disclosure Schedules, subject to Section 2.09 (Nontransferable Assets). If, at any time after the Closing, any further action is reasonably necessary or advisable to carry out the purposes of this Agreement, including to transfer the Excluded Assets and to vest the Seller with full right, title and possession to all Excluded Assets, then the Company shall, and Buyer shall cause such parties and the Company, to take all such lawful and necessary action. (b) (i) All liabilities or obligations of the Company arising from or related to the Excluded Assets and the MLife Rewards Program shall be transferred by the Company to the Seller or a designee of the Seller at or prior to the Closing and (ii) the Seller or a designee of the Seller shall assume any and all such liabilities or obligations of the Company at or prior to the Closing.
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Transfer of Excluded Assets; Excluded Liabilities. Subject to Section 1.8(b), prior to the Business Transfer Time, (a) Parent will cause any applicable Wimbledon Entity to Convey to Parent or a Subsidiary of Parent any Excluded Assets that it owns, leases or has any right to use, and Parent will accept from such member of the Wimbledon Group, and will cause an applicable Subsidiary of Parent to accept, all such respective right, title and interest in and to any and all of such Excluded Assets and (b) Parent will cause any applicable Wimbledon Entity to Convey any Excluded Liability for which it is otherwise responsible to Parent or a Subsidiary of Parent, and Parent will assume, perform and fulfill when due, and to the extent applicable, comply with, or will cause the applicable Subsidiary of Parent to assume, perform and fulfill when due, and to the extent applicable, comply with, any and all of such Excluded Liabilities.
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Transfer of Excluded Assets; Excluded Liabilities. Subject to Section 1.9(b), prior to the Business Transfer Time (a) Parent will cause any applicable Folgers Entity to Convey to Parent or a Subsidiary of Parent (as set forth on Schedule 1.4) any Excluded Assets that it owns, leases or has any right to use, and Parent will accept from such member of the Folgers Group, and will cause an applicable Subsidiary of Parent to accept, all such respective right, title and interest in and to any and all of such Excluded Assets and (b) Parent will cause any applicable Folgers Entity to Convey any Excluded Liability for which it is otherwise responsible to Parent or a Subsidiary of Parent (as set forth on Schedule 1.4), and Parent will assume, perform and fulfill when due, and to the extent applicable, comply with, or will cause the applicable Subsidiary of Parent to assume, perform and fulfill when due, and to the extent applicable, comply with, any and all of such Excluded Liabilities.
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Related to Transfer of Excluded Assets; Excluded Liabilities

  • Excluded Liabilities Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

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