Assumed Liabilities definition

Assumed Liabilities has the meaning set forth in Section 2.3.

Assumed Liabilities shall have the meaning set forth in Section 2.4.

Assumed Liabilities shall have the meaning assigned thereto in Section 2.1(e).

Examples of Assumed Liabilities in a sentence

• Upon the consummation of the purchase by PGE of the Project Assets, PGE agrees to assume and become responsible for, and shall pay, discharge or perform when due, all of the Assumed Liabilities as of and after the Closing Date.

• In the event a Termination occurs prior to the Purchase Consideration being paid in full, then in such event Buyer shall promptly assign all Purchased Assets and Assumed Liabilities back to SLE, including the intellectual property developed specifically for the Business post-Closing.

• In the event that Buyer desires to remedy any shortfall in the Purchase Consideration (the “Shortfall Amount”) by way of making a payment of the Shortfall Amount to Seller in lieu of assigning and transferring all Purchased Assets and Assumed Liabilities to SLE (a “Shortfall Payment”), Buyer may, at its sole discretion and before the Payment Deadline, notify Seller in writing (the “Buyer Shortfall Notice”) that it will exercise its right to make the Shortfall Payment.

• Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of Seller (including, without limitation, those related to the Business) of any kind, character or description whatsoever (the “Retained Liabilities”).

• Purchaser shall have completed its diligence review and investigation of Seller, the Assets, Assumed Liabilities and the Business and the results of such review and investigation shall be satisfactory to Purchaser.

More Definitions of Assumed Liabilities

Assumed Liabilities has the meaning ascribed to it in Section 1.02(a).

Assumed Liabilities shall have the meaning set forth in Section 1.3(a).

Assumed Liabilities as defined in Section 2.4(a).

Assumed Liabilities shall have the meaning ascribed to such term in Section 2.3 hereof.

Assumed Liabilities has the meaning set forth in Section 2.2 of this Agreement.

Assumed Liabilities has the meaning set forth in Section 1.5.

Assumed Liabilities is defined in Section 1.3.