Assumed Liabilities definition
Examples of Assumed Liabilities in a sentence
Fidelity does not have any material Liability with respect to the Mortgage Division and, to the Knowledge of Fidelity, there is no basis for any present or future action, suit, charge, complaint, claim or demand against Fidelity or the Mortgage Division giving rise to any material Liability with respect to the Mortgage Division, except for (a) the Assumed Liabilities as of the Closing, (b) the Liabilities arising in the ordinary course of business, and (c) Schedule 2.7.
Without limiting the generality of Section 5.1, the Parties shall cooperate fully with each other after the Closing so that each Party has access to the business records, contracts and other information existing as of the Closing and relating in any manner to the Purchased Assets, the Assumed Liabilities or the conduct of the Mortgage Division (whether in the possession of Fidelity, or First Federal).
Notwithstanding the provisions of Schedule 1.03 or any other provision in this Purchase Agreement to the contrary, the Buyer shall not assume and shall not be responsible to pay, perform or discharge any liabilities of the Seller of any kind or nature whatsoever other than the Assumed Liabilities expressly set forth on Schedule 1.03 of the Disclosure Schedules (the “Excluded Liabilities”).
Within ninety (90) days after the Closing Date, the Seller shall deliver a schedule allocating the Consideration Amount (including any Assumed Liabilities treated as consideration for the Purchased Assets for tax purposes) (the “Allocation Schedule”).