Assumed Contractual Obligations definition

Assumed Contractual Obligations means the obligations of the Seller under the Assigned Contracts but only to the extent such obligations arise during and related to the period of time from and after the Closing Date and relate to performance under the Assigned Contracts from and after the Closing. For purposes of clarification, Assumed Contractual Obligations shall not include any Liabilities (including for any breaches by the Seller) arising during, or relating to, periods on or prior to the Closing Date.

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Assumed Contractual Obligations means the contractual obligations under the agreements listed on Schedule 1.1(a).

Assumed Contractual Obligations mean the obligations of the Company as the successor and assign of CTI expressly set forth in the Assigned Contracts which arise from and after the Closing Date, including without limitation the milestone payments payable to BIIB, Corixa Corporation and Bayer Schering Pharma AG, pursuant to the applicable Assigned Contract; provided, however, that Assumed Contractual Obligations shall not include any obligations that arise due to a breach or default under the Assigned Contracts prior to Closing. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Examples of Assumed Contractual Obligations in a sentence

• Purchaser agrees that the payment or other discharge of the Assumed Contractual Obligations by Purchaser shall be without liability, cost or expense to the Selling Parties.

• The assumption by Purchaser, in the manner and to the extent provided in Section 3.1 below, of the obligations of Seller that are identified in Schedule 3.1 hereto (the "Assumed Contractual Obligations").

• Buyer will assume all of Sellers’ obligations under the Assumed Contractual Obligations as of the Closing Date, to the extent that such obligations relate to performance on or after the Closing Date, and, except as otherwise set forth herein, thereafter Buyer will comply with and perform under all such Assumed Contractual Obligations.

• Purchaser hereby agrees to assume and pay or otherwise discharge only the executory obligations arising from or after the Closing Date under the Assigned Contracts (the "Assumed Contractual Obligations"); provided, however, that Purchaser shall not be obligated to assume, and Purchaser shall not have any liability for or in connection with, any Assumed Contractual Obligation that is in default as of the Closing Date.

More Definitions of Assumed Contractual Obligations

Assumed Contractual Obligations means the post-Closing contractual obligations under the Assigned Contracts.

Assumed Contractual Obligations means all obligations of Sellers to be performed after the Effective Time under any Acquired Contract, in each case only to the extent that such obligations do not result from (i) a breach or inaccuracy of any covenant, representation or warranty of Sellers under this Agreement, (ii) a breach or default by Sellers under such Acquired Contract or any penalty or acceleration in connection therewith, (iii) the failure of Sellers to pay any amounts due and owing prior to the Effective Time in connection with such Acquired Contract or (iv) an Employee Benefit Plan. “Current Accounts Payable” means the accounts payable of the Sellers that are current under the applicable vendor’s terms.

Assumed Contractual Obligations means the post-Closing contractual obligations under the Assigned Contracts. “Assumed Liabilities” shall have the meaning given such term in Section 2.3(a).

Assumed Contractual Obligations means the contractual obligations under the agreements listed on Schedule 1.1(a), to the extent that such obligations relate to performance on or after the Closing Date.

Assumed Contractual Obligations has the meaning set forth in the Asset Purchase Agreement.