Assumed Sample Clauses

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:
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. LIABILITIES
Assumed. Liabilities Subject to the terms and conditions of -------------------- this Agreement, at the Closing the Buyer shall assume and pay, perform and discharge when due those, and only those, obligations and liabilities of Seller (i) under the Business Contracts listed on Exhibit A attached hereto ---------- (collectively referred to herein as the "ASSIGNED CONTRACTS"), but only to the extent that such obligations and liabilities first accrued or arose after the Closing Date for reasons other than any breach, violation or default by Seller of the terms of the Assigned Contracts and (ii) those miscellaneous and sundry liabilities specifically listed on Section 2.2.1 of the Seller Disclosure Schedule (the obligations and liabilities under (i) and (ii) collectively referred to herein as the "ASSUMED LIABILITIES").
Assumed. Buyer agrees to assume the liabilities of the Seller in respect to any Digispace liability as set forth in Exhibit C, attached hereto and incorporated herein by this reference.
Assumed. TRADE NAME CERTIFICATES. On or before January 15, 1999, the Company shall receive copies of all certificates filed by the Originators in each applicable jurisdiction regarding the use of each of the trade or assumed names set forth under each Originator's name on the signature pages hereof.
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”):
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.