Assumed Sample Clauses
The "Assumed" clause establishes that certain facts, responsibilities, or risks are accepted as true or taken on by a party within the agreement. In practice, this clause may specify that one party is presumed to have knowledge of particular information, or that they agree to bear specific obligations or liabilities, regardless of whether these are explicitly restated elsewhere in the contract. Its core function is to clarify expectations and allocate risk by formally recognizing what is accepted or taken for granted by the parties, thereby reducing ambiguity and potential disputes over these matters.
POPULAR SAMPLE Copied 2 times
Assumed. For purposes of this Agreement, a stock option, share of restricted stock, restricted stock unit or performance share shall be considered “Assumed” if all of the following conditions are met:
(a) stock options are converted into replacement awards in a manner that complies with Code Section 409A;
(b) awards of restricted stock and restricted stock units that are not subject to performance goals are converted into replacement awards covering a number of shares of the Post-CIC Entity, as determined in a manner substantially similar to how the same number of common shares underlying the awards of restricted stock or restricted stock units would be treated in the Change of Control transaction; provided that, to the extent that any portion of the consideration received by holders of Invacare’s common stock in the Change of Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock of such Post-CIC Entity on the established stock exchange on the trading day immediately preceding the date of the Change of Control;
(c) awards of restricted stock, restricted stock units and performance shares that are subject to performance goals are converted into replacement awards that preserve the value of such awards at the time of the Change of Control;
(d) the replacement awards contain provisions for scheduled vesting and treatment on termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Executive than the underlying awards being replaced, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Executive than, the terms of the underlying awards; and
(e) the security represented by the replacement awards, if any, is of a class that is publicly held and widely traded on an established stock exchange.
Assumed. Liabilities Vical shall assume, upon the terms and subject to the conditions of this Agreement, effective as of the Closing Date, and from and after the Closing Date, Vical shall pay, perform, satisfy and discharge when due, each of the following liabilities, obligations and commitments (the “Acquired Liabilities”):
(i) all liabilities for Taxes arising out of or relating to, directly or indirectly, to the ownership, sale or lease of any of the Acquired Assets, in each case, but only to the extent such liabilities arise out of events occurring, or relate to any period on, including or after, the Closing Date; and
(ii) all past, present and future warranties, liabilities, costs, expenses (including any prosecution costs owed as of the Closing Date) and obligations of any and all kinds with respect to the Acquired Assets.
Assumed. The following Leases shall be assumed by the applicable Debtor and assigned to Buyer at Buyer’s expense:
5.1.1. Peoria Lease;
5.1.2. Mesa Lease; and
Assumed. Reinsurance other than for Licensing or Financial Rating purposes.
Assumed. LIABILITIES
Assumed. INVESTMENT The investment rate upon which we base variable RATE (AIR) Annuity Payments. L40529-NY01 4 ------------------------------------------------------------------------------ DEFINITIONS (CONTINUED) ------------------------------------------------------------------------------ AUTHORIZED REQUEST A request that is received by the Service Center in good order (that is, in a form that is satisfactory to the Company). BENEFICIARY The designated person(s) or entity(ies) to whom we will pay the death benefit under this contract. You name the Beneficiary(ies) at issue. You may later change the Beneficiary(ies) by Authorized Request as described in the Change of Beneficiary provision of this contract. For jointly owned contracts, the surviving Joint Owner is the sole primary Beneficiary. Spousal Joint Owners may also name contingent Beneficiaries. For tax reasons non-spousal Joint Owners cannot name contingent Beneficiaries. BUSINESS DAY Each day on which the New York Stock Exchange is open for trading, except when an Investment Option does not value its shares. Our Business Day closes when regular trading on the New York Stock Exchange closes, which is usually at 4:00 p.m. Eastern Time. We will process any instructions received after the close of any Business Day on the next Business Day. CONTRACT ANNIVERSARY A 12-month anniversary of the Issue Date of this contract.
Assumed. Resinsurance except for reinsurance assumed from subsidiaries; 28. Business Produced By Managing General agents; 29.The Company's liability as a member, subscriber, or reinsurer of any pool, syndicate, or association including, but not limited to, Fair Plans and Coastal Pools; EXCLUSIONS CONTINUED
Assumed conference calls, with a breakdown of a 42 month project and an average of 1.5 meetings per month ii. 21 additional miscellaneous meetings, with a breakdown of a 42 month project and an average of 1 meeting every other month
Assumed all Liabilities of Sellers arising from the Assigned Contracts, solely to the extent arising from periods occurring after the Closing and excluding, for the avoidance of doubt, any Liabilities contemplated by Section 1.4(e);
Assumed. Liabilities of such Exercising Buyer; (iii) any claims made by third parties (other than any Seller Indemnitee) against any Seller Indemnitee or other Exercising Buyer (or its Buyer Indemnitees) arising with respect to injury or death, or loss or damage to, or loss of use of property of such third party after the Closing Date caused by the negligence, gross negligence, or willful misconduct of such Exercising Buyer (“Seller Third Party Indemnity Claims”); and (iv) any and all taxes (or the nonpayment thereof) of such Exercising Buyer that are due and payable with respect to any period of time arising from and after the Closing Date.