Examples of Excluded Assets and Liabilities in a sentence
The Sellers hereby agree to indemnify the Buyer Indemnitees from and against all Losses and Liabilities attributable to the Excluded Assets and Liabilities.
Notwithstanding the foregoing, Operating Company does not assume, or agree to pay, discharge or perform when due, any Excluded Assets and Liabilities (as defined in the Contribution Agreement).
Notwithstanding anything contained in this Instrument to the contrary, the Assets shall not include any of the Excluded Assets and Liabilities (both as defined in the Contribution Agreement).
Except for the Contracts listed in Section 4.12 of the Rugby Disclosure Letter, there is no Contract that is material to the business, financial condition or results of operations of Rugby USA and the Rugby USA Subsidiaries (other than the Excluded Assets and Liabilities), taken as a whole.
Rugby USA and each Rugby USA Subsidiary has good and marketable title to its properties and assets not a part of the Excluded Assets and Liabilities (other than property as to which it is a lessee) except for such defects in title that, individually or in the aggregate, have not resulted and could not reasonably be excepted to result in a Material Adverse Effect on Rugby USA.