Assumed Business Liabilities Sample Clauses

Assumed Business Liabilities. In connection with the Reorganization, Xxxxxx shall cause the Acquired Companies or any one or more of the Acquired Company Subsidiaries to assume the following Liabilities of Xxxxxx and its Affiliates (collectively, the “Assumed Business Liabilities”):
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Assumed Business Liabilities. In furtherance of the indemnification by Purchaser of Seller Indemnified Parties provided under Section 11.9 (Indemnification for Assumed Business Liabilities), for the six (6)-year period following the Closing Date (and for so long thereafter as any claim made under Section 11.9 (
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Assumed Business Liabilities. Any liabilities arising from the litigation described in Section 4.05 of the Disclosure Letter. Schedule 2.08(a) Transferred Employees • Transfer of approximately 350 employees who are employed in call center activities of 支付宝软件(上海)有限公司 (Alipay Software (Shanghai) Co., Ltd.) [Z52] to 支付宝(成都)信息技术有限公司 (Alipay(Chengdu) Information Technology Co., Ltd.) [Z60] • Transfer of approximately 110 employees from 浙江口碑网络技术有限公司 (Zhejiang Koubei Network Technology Co., Ltd.) [T57] Koubei card business to 支付宝(上海)信息技术有限公司 (Alipay (Shanghai) Information Technology Co., Ltd.) [Z59] Schedule 2.10
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Assumed Business Liabilities. “Assumed Business Liabilities” has the meaning set forth in Section 1.4(b).
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Assumed Business Liabilities. 14.1 The Purchaser (on behalf of the relevant Designated Purchasers) hereby agrees with the Unilever Parents (for themselves and as trustees for each other member of the Unilever Group) that it will (or will procure that a member of the Purchaser's Group will) (a) duly and properly perform, assume and pay and discharge when due the Assumed Business Liabilities, and (b) indemnify the Unilever Parents (on behalf of the relevant Business Seller) against any cost, loss or expense incurred by any member of the Unilever Group against, all liabilities, claims, judgements, costs and expenses suffered by any member of the Unilever Group arising in connection with the Assumed Business Liabilities. In the absence of fraud or wilful concealment, the liabilities of the members of the Purchaser’s Group under or in relation to the indemnity in this Clause 14.1 shall be limited as set out in paragraphs 1, 2(a), 4, 7, 9, 10, 11, 12, 13, 14, 16, 17 and 18 of Schedule 3 save that the reference to “12 months” in paragraph 1(a) shall be deemed to be a reference to “five years” and the provisions and paragraphs of Schedule 3 shall apply mutatis mutandis.
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Related to Assumed Business Liabilities

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

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