Assumed Liabilities definition
Examples of Assumed Liabilities in a sentence
Buyer is capable of satisfying the conditions contained in Sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the Designated Contracts and Assumed Leases and the related Assumed Liabilities.
For the avoidance of doubt the Assumed Liabilities shall not include the Liabilities of the Acquired Entities and their Subsidiaries (which will be conveyed indirectly (and remain Liabilities of such Acquired Entity or Subsidiary)) via the transfer and conveyance of the Acquired Equity Interests as provided in Section 2.1).
This Agreement and the instruments and documents to be delivered by Sellers to Buyer at the Closing shall be adequate and sufficient to transfer to Buyer Sellers’ entire right, title and interest in and to the Acquired Assets, free and clear of all Liens (other than Permitted Liens), other than Assumed Liabilities, subject to entry of the Sale Order.
On the terms and subject to the conditions set forth in this Agreement, B▇▇▇▇ will assume and become responsible for the Assumed Liabilities at the Closing.
Except as set forth in Section 3.7 of the Disclosure Schedule and other than the Bankruptcy Cases, (a) as of the date hereof, there is no material Litigation pending against Sellers, jointly or individually, and (b) there has been no Order to which any of the Acquired Assets, the Assumed Liabilities or the Transferred Business is subject, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.