Excluded Liabilities

Excluded Liabilities. The meaning set forth in Subsection 4.2(b)

Excluded Liabilities. Means any Liability or other obligation of the Seller (i) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto), (ii) which has arisen after the Most Recent Fiscal Month End, (iii) for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, (iv) any Tax or penalties due in respect of income Tax withholding, FICA or Medicare; (v) owed to TWS do Brasil or any other Affiliate of Seller, whether or not incurred in... the Ordinary Course of Business, including, without limitation, any loans, interest thereon or any other amounts payable by Seller to any stockholder or any Affiliate thereof; (vi) arising out of or in connection with any employee benefit plan, including unfunded pension obligations or retiree medical benefits; (vii) for workers' compensation (both long-term and short-term) benefits, whether insured or self-insured, to the extent accruing or based upon exposure to conditions prior to the Closing Date or for claims incurred or for disabilities commencing prior to the Closing Date; (viii) arising out of or in connection with any insurance policy maintained by Seller; (ix) arising out of or in connection with any 2 litigation pending on or prior to the Closing to which Seller is a party; (x) Taxes owed by the Seller for periods prior to the Closing; (xi) product liability or environmental claims or actions based on events or transactions before the Closing; (xii) undisclosed or contingent Liabilities of the Seller, based on events or transactions before the Closing; (xiii) amounts due as refunds or adjustments on contracts performed prior to the Closing; (xiv) deposits or prepayments for work not performed prior to the Closing which are not transferred to the Buyer; and (xv) any Liability not specifically included in the definition of "Assumed Liabilities". View More

Excluded Liabilities. Means all liabilities of Sellers and their Affiliates (other than those of the Company and Subsidiaries), which may accrue to the Company solely as a result of the Company having been or being included as part of a common control group with Sellers, as a result of a contract, guarantee, loan or other obligation incurred by or on behalf of the Seller or an Affiliate of the Seller, or as result of the operation of law.

Excluded Liabilities. Shall mean all liabilities and other obligations, whether known or unknown, fixed or contingent, liquidated or unliquidated, accrued or unaccrued, relating to (i) all leases and other assets in respect of the Excluded Stores and the former Burlington, Vermont regional office of BC located on Kimball Avenue, in South Burlington, Vermont, (ii) obligations, if any, directly to Apollo pursuant to the Apollo Investment Agreement, (iii) workers compensation arising under or in connection with any... Person's employment with any of the Bagel Companies for incidents occurring on or prior to October 20, 1997, (iv) health insurance coverage of any Person employed by the Bagel Companies for covered expenses incurred on or prior to October 20, 1997, and (v) the Finn Employment Agreement. View More

Excluded Liabilities. Means all liabilities of the Seller or any of its Subsidiaries not explicitly identified herein as "Assumed Liabilities".

Excluded Liabilities. Means all liabilities of Seller other than the Assumed Liabilities, including, without limitation, the obligation to cure any defaults under the Agreement with PaceArt Associates, L.P., and any obligation with respect to a tax audit issued by the State of California Board of Equalization concerning sales and use tax for Instromedix, Inc.

Excluded Liabilities. Shall mean those liabilities set forth on Exhibit B.

Excluded Liabilities. Shall be those liabilities of Assignor at the Effective Time that are not being transferred to or assumed by Assignee in the Assignment and Assumption, which liabilities are listed or described on Schedule 2(b)(2) hereto.

Excluded Liabilities. Means all liabilities other than Assumed Liabilities.

Excluded Liabilities. Ss. 1.6