Excluded Liabilities

Excluded Liabilities. 1.6

Excluded Liabilities. Clause (xv) of the definition of Excluded Liabilities in Section 1.01 in the Purchase Agreement is hereby amended by deleting the word "facility" and replacing such word with "facilities" and by inserting the words "and 16555 East Gale Avenue in City of Industry, California" after the words "Ontario, California."

Excluded Liabilities. All of the following debts, damages, liabilities and obligations: (i) all damages, liabilities and other obligations arising from or relating to the Noseff Litigation, including, but not limited to, debts, liabilities or obligations of its officers or employees, whether those debts, liabilities or obligations arise from cross-claims, indemnification obligations, subrogation, contribution or any other theory of liability; (ii) any obligation to pay, or liabilities... for, (A) Taxes (other than the Assumed Taxes) imposed on the Pinnacle Constituent Parties or their respective assets, properties or operations (including, without limitation, pursuant to Treas. Reg. § 1.1502-6 or any analogous state, local or foreign law or regulation or as a transferee, successor, custodian, by contract or otherwise) and (B) Taxes attributable to the ownership, disposition or operation of the Excluded Assets; (iii) all liabilities and obligations of any kind or character (whether matured or unmatured, existing or inchoate, fixed or contingent) that arise from or relate to the Hobbs Lateral Property or the operations of the Pinnacle Constituent Parties in connection therewith; and (iv) debts, liabilities and obligations arising under the terms of the Simmons Engagement Letter. View More

Excluded Liabilities. After the Closing, and notwithstanding anything else to the contrary herein, Seller shall retain, and shall be responsible for paying, performing and discharging, when due, and neither the Company, nor the Buyer, shall not assume or have any responsibility for, the following excluded Liabilities (the "Excluded Liabilities"): (a) all Liabilities related to, in connection with or arising out of any claims, charges, complaints, actions, suits, settlements, hearings, investigations,... proceedings, or governmental or regulatory inquiries with respect to the operation of the Business or the Company prior to the Closing, whether such Claim is brought prior to, on or after the Closing Date; (b) all Liabilities related to, in connection with or arising out of any breach by the Seller of this Agreement or any other agreements and documents required to be delivered by Seller hereunder; (c) all Liabilities not disclosed in this Agreement under Section 3 hereof; (d) all Litigation Obligations. "Litigation Obligations" means any matters or Liabilities related to a breach of Section 3.10 or any matters disclosed in Schedule 3.10; (e) All Liabilities related to Tax Returns or any other tax matters of the Company or the Seller for any periods prior to the Closing Date. 4 (f) All Liabilities listed on Schedule 2.5. View More

Excluded Liabilities. Means any Liabilities that are not Assumed Liabilities and includes (i) Excluded Taxes, (ii) Liabilities arising out of or resulting from [information redacted], and (iii) except for Liabilities arising out of or resulting from Buyer's obligation to forward AE Reports set forth in Section 4(c), any Liability arising out of or resulting from [information redacted].

Excluded Liabilities. Means all liabilities or obligations of Seller not specifically listed as Assumed Liabilities, notwithstanding any claimant's assertion of any de facto merger or successor liability theory of liability, including, without limitation, any liability for (i) a WARN Act claim with respect to the termination of employment of any employee of Seller other than a Selected Employee; (ii) the violation any Environmental Law or Release of Hazardous Substances on the Leased Premises prior to the Closing... Date; (iii) any use, sales or personal property tax owing or accrued with respect to the period up to, but not including, the Closing Date; and (iv) any violation of bulk sales laws. View More

Excluded Liabilities. Means (i) all guarantees by the Company of debts owing by the Sellers, (ii) all loans or other debt or any other obligations owed to Sellers, including, without limitation, bonus, dividends, accrued vacation, severance pay and other distributions, (iii) the liabilities and obligations in respect of all automobiles leased by the Company and used by the Principals or any members of their families, and (iv) all the debts, guarantees and obligations of the ... Company that were not incurred in the Ordinary Course Of Business. View More

Excluded Liabilities. 1.41 Excluded Liabilities. i 1.42 Excluded Assets.

Excluded Liabilities. Excluded Liabilities.

Excluded Liabilities. Means all liabilities and obligations of the Seller, whether known or unknown, asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, whether arising before, on or after the Completion Date under the Raytheon Corporate Jets Pension Scheme (including but without limitation in respect of any financial support direction or contribution notice or other debt or claim arising under or relating to... Section 75 and 75A of the Pension Act 2004 and excluding, for the avoidance of doubt, any liability in respect of the Buyer's obligation to provide replacement benefits following the transfer contemplated by Clause 5.1) (the "Pension Plan Liabilities") and any liability for or in respect of taxes and National Insurance contributions or similar charges or levies. View More