the Assumed Liabilities Sample Clauses
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the Assumed Liabilities. 8.2.1 If EFPL becomes aware after Completion of any claim which constitutes or may constitute an Assumed Liability, EFPL shall as soon as reasonably practicable give written notice of that claim to the relevant Purchaser and shall not admit, compromise, settle, discharge or otherwise deal with such claim without the prior agreement of the relevant Purchaser (such agreement not to be unreasonably withheld or delayed) where the relevant Purchaser is required to comply with an order, regulatory award or ruling of any Competent Authority.
8.2.2 EFPL shall take such action (including an omission to act) as the Purchasers may reasonably request at the Purchasers' cost to avoid, dispute, resist, appeal, compromise, settle, postpone, defend or mitigate any claim which constitutes or may constitute an Assumed Liability but subject to EFPL being indemnified and kept indemnified on an after-tax basis and secured and kept secured to its reasonable satisfaction by the Purchasers against all Losses which may thereby be incurred.
8.2.3 In connection with the actions referred to in Clause 8.2.2, EFPL shall make, or procure to be made, available to the Purchasers or its duly authorised agents on reasonable notice during normal business hours all relevant books of account, records and correspondence relating to the Business which have been retained by EFPL (and shall permit the Purchasers to take copies of those documents) for the purposes of enabling the Purchasers to ascertain or extract any information relevant to the claim, save always that EFPL shall not be required to make available or provide copies of commercially confidential or legally privileged books of account, records, correspondence or other information.
the Assumed Liabilities the operation of the System subsequent to the Adjustment Time; and
the Assumed Liabilities. Except for Seller’s termination rights under Articles 9 and 11 of this Agreement, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Seller's and Seller Group’s exclusive remedies for Buyer's Breaches. Buyer's indemnities under Sections 10.03(e) and (f) are subject and subordinate to any claims for indemnity that Buyer may have against Seller pursuant to Section 10.02(a) or 10.02(b). Buyer’s obligations under Sections 10.03(e) and (f) are not intended to cover, and shall not release Seller Group from, any obligations and responsibilities that any member of Seller Group may have as owner of the Excluded Assets from and after the Effective Time.
the Assumed Liabilities. To the extent that the Purchaser's undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.
the Assumed Liabilities. Notwithstanding any other provisions in this Agreement, the remedies provided for in this ARTICLE 8 shall constitute Seller’s sole and exclusive remedy for any post-Closing claims made in connection with this Agreement, except for actual fraud of Buyer.
the Assumed Liabilities. To the extent that the Purchaser's undertakings set forth in this Section 9.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.
(b) A Seller Indemnified Party shall give the Purchaser notice of any matter which such the Seller Indemnified Party has determined has given rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Purchaser under this Article IX with respect to Losses arising from Third Party Claims shall be governed by and be contingent upon the following additional terms and conditions: if a Seller Indemnified Party shall receive notice of any Third Party Claim, such Seller Indemnified Party shall give the Purchaser notice of such Third Party Claim within 30 days of the receipt by the Seller Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Purchaser from any of its obligations under this Article IX except to the extent that the Purchaser is materially prejudiced by such failure and shall not relieve the Purchaser from any other obligation or Liability that it may have to any Seller Indemnified Party otherwise than under this Article IX. The Purchaser shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to such Seller Indemnified Party within five days of the receipt of such notice from the Seller Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of such Seller Indemnified Party in its sole and absolute discretion, for the same counsel to represent both the Seller Indemnified Party and the Purchaser, then the Seller Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Seller Indemnified Party determines counsel is required, at the expense of the Purchaser. In the event that the Purchaser exercises the right to undertake any such defense against any such Thir...
the Assumed Liabilities. The "Assumed Liabilities" shall mean the following obligations and liabilities of Gold ▇▇▇▇ relating solely to the Inputs Business: (a) the accrued expenses (other than as the same may constitute Excluded Liabilities) and trade accounts payable of the Inputs Business and obligations with respect to customers' advance payments for products or services reflected on the Post-Closing Statement of Net Current Asset Value;
the Assumed Liabilities. Subject to the terms and conditions hereof, from and after the Effective Time, Seller will transfer to Buyer, and Buyer shall assume, pay, perform and discharge and indemnify Seller in accordance with Article 11 hereof with respect to, the following (and only the following) obligations and liabilities of Seller to the extent required to be paid, performed, satisfied or discharged from and after the Effective Time (collectively, the “Assumed Liabilities”):
(i) all of Seller’s obligations and liabilities with respect to the Acquired Contracts and the Acquired Leases, other than any Pre-Closing Event Liability relating to or in respect of such Acquired Contracts or Acquired Leases;
(ii) all of Seller’s obligations and liabilities with respect to the Deposits, other than any Pre-Closing Event Liability relating to or in respect of such Deposits;
(iii) all of Seller’s obligations and liabilities with respect to the Commitments, other than any Pre-Closing Event Liability relating to or in respect of such Commitments; and
(iv) in the event that the Phase I Environmental and Hazardous Materials Assessment or Phase II Environmental Assessment with respect to a single Branch confirms the existence of a condition in violation of applicable Environmental Laws, the presence of asbestos, or the presence of any other Hazardous Materials in excess of industrial/commercial remediation standards and such condition was not disclosed or identified on Schedule 4.9(a) or 4.9(g) or in the documents (or attachments to the documents) referenced on Schedule 4.9(a) or 4.9(g), the remediation costs of up to $25,000 for all Real Estate Interests relating to such single Branch, as contemplated by Section 6.15 hereof.
the Assumed Liabilities. The Parties acknowledge and agree that if this Agreement is terminated for any reason, the provisions of Section 7.2 and Section 10.2 shall be the sole and exclusive remedies of the Parties for any breach of the representations, warranties, covenants or agreements contained herein.
the Assumed Liabilities. Subject to the terms and conditions of this Agreement, the Initial Cash Payment shall be paid by Buyer on the Closing Date by wire transfer of immediately available funds to the account designated by Seller in writing at least two (2) Business Days prior to the Closing Date.