Buyer Assumed Liabilities definition

Buyer Assumed Liabilities means all Liabilities relating to, arising out of, or in connection with, the Division that are not Seller Retained Liabilities.
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Buyer Assumed Liabilities means the liabilities to be assumed by Buyer on the Closing Date more particularly described on the Schedule of Buyer Assumed Liabilities attached as Exhibit 6.
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Buyer Assumed Liabilities has the meaning set forth in Section 3.2(a).
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Examples of Buyer Assumed Liabilities in a sentence

  • Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement.

  • On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Buyer Assumed Liabilities at the Closing.

  • The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Seller Retained Liabilities not included within the definition of Buyer Assumed Liabilities.

  • The Purchase Price is not less than the reasonably equivalent value of the Acquired Assets less the Buyer Assumed Liabilities.

  • Buyer shall assume the Buyer Assumed Liabilities and shall indemnify and hold Sellers harmless from all liabilities relating thereto on and arising after the Closing Date as provided in Section 15.

  • From and after the Closing, and subject to the limitations set forth in this Section 12 of this Agreement, Buyer hereby agrees to defend, indemnify and save and hold harmless Seller forever from and against all Claims which arise from or in connection with (i) the Buyer Assumed Liabilities, (ii) the breach or inaccuracy of any of Buyer’s representations or warranties under this Agreement, and/or (iii) any breach of Buyer’s covenants under this Agreement.

  • Subject to the terms and conditions of this Agreement, at the Closing, by executing and delivering the Assignment, Buyer shall assume and agree to perform and satisfy, and indemnify and hold Seller harmless from, any and all liabilities and obligations in respect of the Interest arising after and related to the period after the Closing (the "Buyer Assumed Liabilities").

  • Assignee, as of the date hereof, hereby accepts the foregoing assignment from Assignor of the Interest and hereby assumes and agrees to perform and satisfy the Buyer Assumed Liabilities.

  • The representations, warranties and indemnities made by the parties in this Agreement shall survive the Closing to and until December 31, 1996 (at which date they shall terminate); provided, however, that the representations, warranties and indemnities set forth in Sections 2.13 and 11.5 hereof shall survive until termination of the applicable statute of limitations, and indemnities for Seller Retained Liabilities and for Buyer Assumed Liabilities shall survive without termination.

  • The Contemplated Transactions and the transfer of title to and ownership p of the Assets and the Property and the assumption of the Buyer Assumed Liabilities shall be effective as of 12:01 a.m. on the next business day following the Closing Date.


More Definitions of Buyer Assumed Liabilities

Buyer Assumed Liabilities has the meaning set forth in Section 7.1 (Contributed Assets).
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Related to Buyer Assumed Liabilities

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

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

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

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • 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.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

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

  • Assumed Leases has the meaning set forth in Section 2.1(l).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • 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.

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

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • Retained Assets has the meaning set forth in Section 2.2.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Seller’s Closing Documents as defined in Section 3.2(a).