Assumed Liabilities definition
Examples of Assumed Liabilities in a sentence
The Licensor hereby assigns to the Licensee, and the Licensee hereby assumes, in accordance with and subject to the representations, warranties, covenants, limitations and provisions contained in the License Agreement, the applicable Assumed Liabilities.
Except as otherwise set forth in this Agreement and except for the matters specifically identified as Assumed Liabilities, all obligations and liabilities in respect of any criminal, civil or administrative suit, action or proceeding, pending or threatened, and claims, whether or not presently asserted, arising out of or related to the operation or conduct of the Business prior to the Closing Date.
Buyer has, and at Closing will have, sufficient funds on hand to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to deliver the Upfront Closing Consideration and all fees and expenses related to the transactions contemplated by this Agreement and the Ancillary Agreements at Closing, and thereafter to pay and discharge the Assumed Liabilities as they become due through the [**] anniversary of the Closing Date.
Buyer shall pay, perform and discharge fully, promptly when due, all of the obligations of Seller or the Selling Affiliates in respect of such performance (other than obligations arising out of a breach by Seller or the Selling Affiliate that did not occur due to any action directed by Buyer or any of its Affiliates to be taken or not to be taken), and Buyer shall be responsible for all Assumed Liabilities related thereto.
Except for the Assumed Liabilities, Enodia shall not assume and shall not be deemed to have assumed or be liable or responsible for, any Liabilities of or on behalf of Seller or any of its Affiliates (collectively, the “Excluded Liabilities”) and, as between the Parties, Seller shall retain, satisfy and discharge any and all Excluded Liabilities as and when they become due.