Assumed Liabilities definition
Examples of Assumed Liabilities in a sentence
Except as otherwise expressly set forth in this Agreement, ▇▇▇▇▇ understands and agrees that the Business, the Transferred Assets and the Assumed Liabilities are being transferred on a “where-is” and, as to condition, “as-is” basis subject to the representations and warranties contained in Article IV (as modified by the Disclosure Schedules) or in any other Transaction Agreement without any other representations or warranties of any nature whatsoever.
There are no judgments, orders, decrees, citations, fines or penalties heretofore assessed against the Seller Entities or their Affiliates affecting the Assets or the Assumed Liabilities under any federal, state or local Law.
No statute of limitations for any Taxes with respect to the Purchased Assets, the Assumed Liabilities and the Business has been waived, no extension of time for filing any Tax Return with respect to the Purchased Assets, the Assumed Liabilities, and the Business has been sought or received, and no extension of time with respect to any Tax assessment or deficiency with respect to the Purchased Assets, the Assumed Liabilities and the Business has been sought or received.
Seller wishes to sell and assign to ▇▇▇▇▇, and ▇▇▇▇▇ wishes to purchase from Seller, the Purchased Assets, and Seller desires to transfer, and ▇▇▇▇▇ wishes to assume, the Assumed Liabilities, subject to the terms and conditions set forth herein.
There is no Tax deficiency outstanding, assessed or proposed with respect to the Purchased Assets, the Assumed Liabilities or the Business.