Assumed Liabilities and Obligations definition

Assumed Liabilities and Obligations has the meaning set forth in Section 2.3.
Sample 1Sample 2Sample 3
Assumed Liabilities and Obligations means only those Liabilities of the Business listed on the Purchased Assets and Assumed Liabilities and Obligations Schedule as Assumed Liabilities and Obligations.
Sample 1Sample 2
Assumed Liabilities and Obligations means only those Liabilities of the Business listed on the Assumed Contracts and Liabilities Schedule.
Sample 1Sample 2

Examples of Assumed Liabilities and Obligations in a sentence

  • In addition, subject to the satisfaction of Buyer's indemnification obligations under Section 8.1(a), NMPC agrees to use reasonable efforts to assist Buyer in making any claims against pre-Closing insurance policies of NMPC that may provide coverage related to Assumed Liabilities and Obligations.

  • Xxxxxxx shall be entitled to amend, substitute or otherwise modify any Sellers' Agreement to the extent that such Sellers' Agreement expires by its terms prior to the Closing Date or is terminable without liability to Buyer on or after the Closing Date, or if the terms and conditions of such modified Sellers' Agreement constituting the Assumed Liabilities and Obligations are on terms and conditions not less favorable to Buyer than the original Sellers' Agreement.

  • Such restricted knowledge limits the application of the results to policy initiatives and the depth of further research.

  • The forgoing limitations with respect to the Seller Group Indemnified Party in this Section 6.4(a)(ii) shall not apply to (i) any Damages arising out of, or relating to, the assumption by Buyer of the Assumed Liabilities and Obligations; or (ii) any fraudulent, intentional or willful breach by Buyer in connection with a representation or warranty contained in this Agreement or in any certificate, instrument or document delivered herewith.

  • At Closing, Buyer shall assume and perform when due, only the liabilities and obligations of the Seller Group Members listed on the Assumed Liabilities and Obligations Schedule attached hereto as Exhibit F and incorporated herein by reference (collectively, the “Assumed Liabilities and Obligations”).

  • At Closing, the Buyer shall assume only the liabilities and obligations listed on Exhibit 1.3 (the "Assumed Liabilities and Obligations").

  • Except for the Assumed Liabilities and Obligations expressly provided for in Section 3.3 hereof, the Seller and Shareholder shall jointly and severally forever defend, indemnify and hold harmless the Purchaser from and against any and all liabilities, obligations, losses, claims, damages (including incidentals and consequential damages), costs and expenses (including court costs and reasonable attorney's fees) related to or arising from the Business on or prior to the Closing Date.

  • Applications are due to the Department by the due date and time listed in this NOFO, following the submission instructions in section D.4. All technology purchases shall be encumbered by June 30, 2020.

  • The Subsidiary will assume, pay and perform all the Assumed Liabilities and Obligations as and when due, including completing all contracts and work in progress which exist at the Spin-Off Closing.

  • To the extent any right, cause of action, or claim hereunder constitutes Assumed Liabilities and Obligations, and subject to any indemnification rights of Buyer under Section 8.1(b), the Buyer waives, relinquishes and forgives, effective as of the Closing Date, any statutory or common law rights that otherwise would relate to such right, cause of action or claim, including, without limitation, CERLCA.


More Definitions of Assumed Liabilities and Obligations

Assumed Liabilities and Obligations means the liabilities set forth in Section 2(b).
Sample 1
Assumed Liabilities and Obligations has the meaning specified in Section 5.18(b).
Sample 1
Assumed Liabilities and Obligations o AcquireCo will on the Closing Date assume and be responsible for (and shall indemnify and hold the Vendor harmless from and against) all liabilities and obligations relating to the Purchased Assets and the operation thereof, whether accruing prior to or after the Closing Date, the replacement of letters of credit (to be set forth in a schedule to be provided at Closing) which are posted as security for mining operations (with the exception of the Excluded Liabilities and Obligations), including, without limitation, all liabilities and obligations for reclamation, demolition, environmental or other associated liabilities and obligations in respect of the Purchased Assets.
Sample 1

Related to Assumed Liabilities and Obligations

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Liabilities and Costs means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Bond Obligation means, as of the date of computation, the principal amount of the Bonds then Outstanding.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Apportioned Obligations has the meaning set forth in Section 5.2(b).

  • Covered Liabilities as defined in Subsection 11.21.

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.