Examples of Assumed Liabilities in a sentence
Buyer shall have a reasonable opportunity to review and comment on (x) all Separation Documents that will effect the transfer or retention of any Transferred Assets or Excluded Assets or the assumption or retention of any Assumed Liabilities or Excluded Liabilities, (y) all Separation Documents to separate Shared Contracts and (z) the Separation Documents described in the second sentence of Section 8.11(g).
From and after the Closing, the Business, the Acquired Companies, the Transferred Assets and the Assumed Liabilities shall cease to be insured by the Parent Group’s or the Seller Group’s insurance policies.
Notwithstanding the generality of the foregoing, nothing herein constitutes a waiver, release or covenant not to bring a proceeding by the Parent Group or the Seller Group of: (x) claims or rights arising under any Transaction Agreement (including related to any Excluded Assets or Assumed Liabilities) or (y) claims with respect to Fraud or that cannot be released under applicable Law.
Buyer shall be solely responsible for all insurance coverage and related loss after the Closing with respect to the Business, the Acquired Companies, the Transferred Assets and the Assumed Liabilities, and subject to Section 9.8(b) below, neither Buyer nor its Affiliates (including the Acquired Companies) shall have any access to the Parent Group’s or the Seller Group’s policies after the Closing.