Assumed Limited Liabilities Sample Clauses

Assumed Limited Liabilities. The Parties agree that the PCB Business Assets shall not include any debt or liability, except for the Assumed Liabilities (as defined below). Buyers agree that, upon the terms and subject to the conditions (including Article IV and Article VI of this Agreement) set forth herein, at the Closing Buyers shall assume, and thereafter timely pay, perform, discharge or otherwise satisfy in accordance with their respective terms, the following limited liabilities arising out of or relating to the PCB Business (collectively, the “Assumed Liabilities”): i. current liabilities of the PCB Business as of the Closing Date used in calculation of the PCB Business’s working capital at the Closing, including, for the avoidance of doubt, trade payables, the total amount which shall be set forth in the Closing Statement; ii. current liabilities of the PCB Business as of the Closing Date agreed explicitly by the Parties to be assumed by PCHK2 or its subsidiaries, including accrued warranties and deferred revenues not on the book of CIT or CTL as of the Closing Date; iii. all obligations, debts and liabilities of CIT and CTL, including for the avoidance of doubt their Tax liabilities, other than CIT's Semiconductor Debts and CTL's Semiconductor Debts. 18 iv. employment related liabilities as prescribed by this Agreement, namely by section ‎6.5 hereof. v. subject to Section 2.4 (b), all liabilities, warranty obligations and other obligations of Camtek or its applicable Subsidiaries under the PCB Business Contracts (and the US Lease Contract to the extent it shall be assigned at Closing), and under the Transferred Registrations. (b)
Sample 1
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Assumed Limited Liabilities. The Parties agree that the PCB Business Assets shall not include any debt or liability, except for the Assumed Liabilities (as defined below). Buyers agree that, upon the terms and subject to the conditions (including Article IV and Article VI of this Agreement) set forth herein, at the Closing Buyers shall assume, and thereafter timely pay, perform, discharge or otherwise satisfy in accordance with their respective terms, the following limited liabilities arising out of or relating to the PCB Business (collectively, the “Assumed Liabilities”):
Sample 1

Related to Assumed Limited Liabilities

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless:

  • Limited Liability Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

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