Additional Assumed Liabilities definition
Additional Assumed Liabilities means the Assumed Liabilities to which Seller Parent or its Subsidiaries (other than the Acquired Companies) is subject as of immediately prior to the Closing and after giving effect to the Business Internal Reorganization.
Additional Assumed Liabilities has the meaning stated in Section 2.04(c).
Additional Assumed Liabilities has the meaning set forth in Section 2.3(b).
Examples of Additional Assumed Liabilities in a sentence
In such an event, the Additional Assumed Liabilities shall (x) be considered to be “Assumed Liabilities”, and (y) not be considered to be “Excluded Liabilities”.
Seller and Purchaser further agree that each of the Additional Assumed Liabilities, up to the respective amounts specified on Schedule B will be deemed an “Assumed Liability” under the Purchase Agreement and as such shall be deemed subject to the terms and conditions governing Assumed Liabilities set forth in the Purchase Agreement.
More Definitions of Additional Assumed Liabilities
Additional Assumed Liabilities means those Assumed Liabilities consisting of (i) all liabilities and obligations of any kind, character or description relating directly to, or arising under or in respect of, performance after the Effective Time under the Additional Transferred Contracts and Additional Transferred Leases, (ii) all liabilities and obligations of any kind, character or description arising after the Effective Time in respect of the interests in the Additional Premises transferred to the Buyer and the Buying Subsidiaries pursuant to the Agreement or any other Transaction Document (including payment of all Taxes, utilities and other related payments) and (iii) all liabilities and obligations of any kind, character or description arising before the Effective Time under any Environmental Law in connection with the ownership or operation of the Additional Transferred Leased Real Property except (1) for any such liabilities and obligations arising with respect to any Identified Environmental Condition and (2) to the extent that the Buyer is entitled to receive payments in respect of rights to indemnification under this Agreement by reason of breach by the Seller or the Seller Parent of any representation or warranty contained in Section 5.11-A.