Assumed Liabilities definition
Examples of Assumed Liabilities in a sentence
Except as set forth on Section 4.07 of the Disclosure Schedules, there is no Action of any nature pending, nor has there been any Action pending in the last three (3) years prior to the date hereof, or, to the Knowledge of the Sellers, threatened against or by any Seller (a) relating to or affecting the Purchased Assets or the Assumed Liabilities; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations of Liabilities of Sellers or any of their Affiliates, and Sellers shall, and shall cause each of their Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy.
Sellers and Buyer agree that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”).