Assumed Business Liabilities definition

Assumed Business Liabilities means, collectively, the NXP Assumed Business Liabilities and the ST Assumed Business Liabilities, and “Assumed Business Liability” means any one of them or the relevant one of them, as the context requires;
Sample 1Sample 2
Assumed Business Liabilities means, subject to Section 6.14(c) and subject to, and without limitation of, any covenants, agreements or obligations of Amber GT Parent or any of its Affiliates under any Additional Agreement, all of the following Liabilities:
Sample 1Sample 2Sample 3
Assumed Business Liabilities means those liabilities and obligations of Seller and the Retained Subsidiaries to the extent arising from the ownership, operation or conduct of the Business prior to the Closing, including (i) all liabilities and obligations of Seller and the Retained Subsidiaries under the Wood Contracts, and all the liabilities and obligations of Seller and the Retained Subsidiaries under the Shared Contracts, to the extent related to the Business and agreed to be performed or satisfied by Buyer under Section 3 of the Economic Benefit Agreement (the “EBA Assumed Liabilities”); (ii) all liabilities and obligations of Seller and the Retained Subsidiaries with respect to outstanding purchase orders for products of the Business; (iii) all accounts payable with respect to the Business, but solely to the extent included in the calculation of the Actual Closing Working Capital; (iv) all liabilities and obligations of Seller or any Retained Subsidiary in respect of, related to or arising from customer, builder, developer distributor and product rebates, chargebacks, credits, product returns or expirations to the extent related to the Business; and (v) all liabilities and obligations arising from the sale of products of the Business prior to the Closing. Notwithstanding the foregoing, Assumed Business Liabilities shall not include (A) any Indebtedness of Seller or any Retained Subsidiary; (B) any intercompany accounts payable and other liabilities that are owed or payable to Seller or any Retained Subsidiary; (C) any liabilities of Seller or any Retained Subsidiary for Taxes; (D) except to the extent expressly set forth above, any liabilities or obligations of Seller or any Retained Subsidiary to the extent based upon, arising out of or otherwise related in any manner to the use or operation of any business other than the Business, (E) any liabilities to which the Seller expressly has responsibility pursuant to the terms of this Agreement, (F) any rights to any action, suit or claim of any nature (including under any express or implied warranties, guarantees or indemnitees) available to or being pursued by Seller or any Retained Subsidiary before the Closing Date and expressly retained by the Sellers pursuant to this Agreement or (G) any liabilities relating to the Shared Contracts other than the EBA Assumed Liabilities or (H) any liabilities with regard to any Plan or other program, policy, or similar arrangement of Seller, except with respect to Company Plans or as specifical...
Sample 1Sample 2

Examples of Assumed Business Liabilities in a sentence

  • The parties acknowledge and agree that (a) the value of the Purchased Business Assets is less Dian or equal to the value of the Assumed Business Liabilities, and (b) Buyer's agreement to assume and perform the Assumed Business Liabilities is full and fair consideration for Seller's agreement to sell and deliver the Purchased Business Assets to Buyer 3 C LO S ING 3.1 Da te a nd Time of Initia l Clos ing .

  • As of the date of this Agreement, there are no material Actions by an Amber Entity or any of its Affiliates that relates to the Contributed Business Assets, the Assumed Business Liabilities or the operation or conduct of the Business pending against any other Person, and there are no other material Actions by a Business Entity pending against any other Person.

  • Together they were enough to threaten the existence of CCP and the PRC — the state that the CCP ruled.

  • None of the Amber Entities or any of their Affiliates is subject to or bound by any material Order that relates to the Contributed Business Assets, the Assumed Business Liabilities or the operation or conduct of the Business, and none of the Business Entities is otherwise subject to or bound by any material Order.


More Definitions of Assumed Business Liabilities

Assumed Business Liabilities has the meaning given in Clause 14.2;
Sample 1
Assumed Business Liabilities has the meaning set forth in Section 1.4(b).
Sample 1
Assumed Business Liabilities means any and all Liabilities of the Seller or any of its Affiliates (excluding those of the Transferred Entities, which Liabilities shall remain the Liabilities of the Transferred Entities following the Closing) to the extent arising from or in connection with the Business or any Transferred Asset, including the following Liabilities, in each case, other than the Excluded Liabilities:
Sample 1
Assumed Business Liabilities means any and all pre-Closing Liabilities of Seller and Seller’s Affiliates (other than the Companies and the Companies’ Subsidiaries) solely to the extent relating to (x) the ownership, use or operation of assets and properties of the Business, (y) claims in respect of Contracts relating solely to the Business or (z) claims related to the Affected Employees or Former Seller Employees, other than (i) any and all Liabilities related to Taxes and (ii) any and all Liabilities for which Seller and its Affiliates (other than the Companies and the Companies’ Subsidiaries) are responsible pursuant to Article VII (Post-Closing Covenants) or Article VIII (Covenants Relating to
Sample 1
Assumed Business Liabilities means any and all pre-Closing Liabilities of Seller and Seller’s Affiliates (other than the Company) solely to the extent relating to (x) the ownership, use or operation of assets and properties of the Business, (y) claims in respect of Contracts or (z) claims related to the Affected Employees or Former Affected Employees, other than (i) any and all Liabilities related to Taxes for any Pre-Closing Tax Period and (ii) any and all Liabilities for which Seller and its Affiliates (other than the Company) are responsible pursuant to Section 7.1 (Employee Matters) or Article VIII (
Sample 1
Assumed Business Liabilities means only (A) the Assumed Warranty Obligations, (B) the obligations of the Seller or the Seller’s Group under the Contracts transferred to the Purchaser at Closing, other than Pre-Closing Payables, (C) any Liability related exclusively to the Business or related exclusively to the Business Assets to the extent that such Liability arises out of or relates to the period after Closing and (D) any Liability related exclusively to the Business or related exclusively to the Business Assets to the extent that such Liability arises out of or relates to the period before Closing, but only to the extent any such Liability may not, due to applicable Law, be excluded from assumption by the Purchaser pursuant to this Agreement (each such Liability, a “Fully Indemnified Liability”). "Assumed Business Liability" means any one of (A) through (D) above or the relevant one, as the context requires;
Sample 1

Related to Assumed Business Liabilities

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

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

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

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

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

  • 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;

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

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.

  • Excluded Business has the meaning set forth in Section ‎9.1.1.

  • 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.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;