Arch Assumed Liabilities definition

Arch Assumed Liabilities means all Liabilities (other than Excluded Liabilities) of Arch and its Affiliates to the extent relating to, arising out of or associated with the Arch Contributed Assets or the operation or conduct of the Arch Business, whether arising prior to, on or after the Closing Date (and whether accrued, contingent, unasserted or otherwise), including:
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Examples of Arch Assumed Liabilities in a sentence

  • Peabody acknowledges that it is relying on its own investigation, examination and valuation of the transactions contemplated by this Agreement, including the Arch Contributed Assets and the Arch Assumed Liabilities.

  • Peabody has made all inspections and investigations of the Arch Contributed Assets and the Arch Assumed Liabilities deemed necessary or desirable by Peabody.

  • There are no material Liabilities included in the Arch Assumed Liabilities, except (i) as included, reserved against or reflected in the Arch Balance Sheet and (ii) for those arising in the ordinary course of business consistent with past practice since March 31, 2019.

  • Section 5.19 of the Arch Disclosure Letter sets forth a correct and complete list as of the date hereof of each insurance policy maintained by Arch or any of its Affiliates that provides coverage for or in respect of the Arch Contributed Assets or the Arch Assumed Liabilities (including amounts and types of coverage).

  • Interest to the Arch Member and the assumption of the Arch Assumed Liabilities (as defined in the Implementation Agreement), such that, after giving effect to such transactions, the Members hold the respective Percentage Interests as set forth on Schedule 3.01 as of the date hereof.

  • Section 5.19 of the Arch Disclosure Letter sets forth a correct and complete list as of the date hereof of eachinsurance policy maintained by Arch or any of its Affiliates that provides coverage for or in respect of the Arch Contributed Assets or the Arch Assumed Liabilities (including amounts and types of coverage).

Related to Arch Assumed Liabilities

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Covered Liabilities as defined in Subsection 11.21.

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Excluded Assets has the meaning set forth in Section 2.2.