Assumed Contract Liabilities definition

Assumed Contract Liabilities means Liabilities that accrue from and after the Closing under the Assumed Contracts; provided, for the avoidance of doubt, this definition shall exclude (i) any Liabilities accruing prior to the Closing and (ii) any amounts owed under the Assumed Contracts solely as a result of Closing, except to the extent expressly set forth in this Agreement.

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Assumed Contract Liabilities has the meaning specified in Section 2.6.

Assumed Contract Liabilities means those liabilities and obligations of Seller arising from the operation of the Pharmacy Business after the applicable Closing Date under the Assumed Contracts and Assumed Real Estate Leases.

Examples of Assumed Contract Liabilities in a sentence

Except for the Assumed Contract Liabilities identified in Section 2, Assignee does not assume, and shall not in any manner become responsible or liable for, and Assignor shall retain, pay, discharge and perform in full, all other debts, obligations or liabilities of Assignor, whether known or unknown, fixed, contingent or otherwise.
Assignee hereby accepts the grant, conveyance, transfer and assignment by Assignor to Assignee, its successors and assigns, of all of Assignor's rights, title and interest under, in and to the Contract, and hereby assumes and agrees to perform and discharge all of Assignor's executory obligations arising under the Contract (the "Assumed Contract Liabilities").
Notwithstanding the foregoing, in no event will the Assumed Contract Liabilities include any liabilities or obligations in respect of indebtedness for borrowed money incurred prior to the Closing Date (which shall not be deemed to include capital leases) or any equity or equity-based awards relating to equity securities of Seller.
Except for the Assumed Contract Liabilities identified in Section 2.
The Purchaser undertakes to (or shall cause the relevant EMEA Designated Purchaser to) perform and discharge at its own cost all of the EMEA Assumed Contract Liabilities.
Assignee hereby accepts the grant, conveyance, transfer and assignment by Assignor to Assignee, in successors and assigns, of all of Assignor's rights, title and interest under, in and to the Contract, and hereby assumes and agrees to perform and discharge all of Assignor's executory obligations arising under the Contract (the "Assumed Contract Liabilities").
At the reasonable request of Purchaser at Closing and at any time or from time to time thereafter, Seller shall cooperate with Purchaser to put Purchaser in actual possession and operating control of the Purchased Assets, execute and deliver such further instruments of sale, conveyance, transfer and assignment as Purchaser may reasonably request in order to effectively convey, transfer and assign the same to Purchaser, free and clear of all Liens, except the Assumed Contract Liabilities.
Purchaser does not assume and shall not in any fashion be responsible or liable for any obligations or liabilities of Seller except liabilities and obligations arising under the Assumed Contracts, or incurred by Purchaser thereunder, with respect to the period after midnight on the Closing Date (the "Assumed Contract Liabilities").
At the Closing, Buyer shall assume, and hereby agrees to pay, perform and observe fully and timely, effective as of the Effective Time, all liabilities and obligations relating to or arising out of the Assigned Contracts (collectively, the liabilities and obligations so assumed being referred to as the "Assumed Contract Liabilities").
Except for the Assumed Contract Liabilities and the Assumed Trade Accounts Payable specifically identified on Schedules 2.02(a) and 2.02(b), Purchaser shall not assume or be responsible for any debts, liabilities, obligations or commitments of Seller whatsoever, whether actual, absolute, accrued, fixed, contingent, asserted or unasserted, known or unknown, and whether related or unrelated to Seller’s business.

More Definitions of Assumed Contract Liabilities

Assumed Contract Liabilities has the meaning specified in Section 2.6(a).

Assumed Contract Liabilities shall have the meaning set forth in Section 1.5 hereof.

Assumed Contract Liabilities is defined in Section 2.3(a).

Assumed Contract Liabilities means any Collective Contingent Business Liabilities arising out of or relating to any Customer Contract that is included in the Purchased Assets.

Assumed Contract Liabilities means all Liabilities of the Seller under the Assumed Contracts, (i) which accrue solely after the Closing Date, (ii) which arise out of the completion of non-warranty work required under the Assumed Contracts that was commenced (but not completed) prior to the Closing Date, or (iii) to provide bug fixes or other warranty service to products sold or services provided by the Seller prior to the Closing relating to the Business, to the extent required and limited by the written warranties for such products and services set forth in the Assumed Contracts given by the Seller in the ordinary course of business, but excluding all consequential and incidental damages relating to the failure of such products or services to conform to the applicable warranties. Notwithstanding the foregoing, the Assumed Contract Liabilities shall not include any Excluded Assets listed in Schedule 2.2 or any Excluded Liabilities.

Assumed Contract Liabilities has the meaning set forth in Section 1.3(b).