Disposed Liabilities definition

Disposed Liabilities means, notwithstanding anything to the contrary in the other Transaction Documents, (i) any and all Liabilities (whether arising before, on or after the Closing Date and whether based on facts occurring before, on or after the Closing Date) of relating to or arising from the Disposed Assets or the ownership or use thereof or the conduct of business in connection therewith, and (ii) any and all Liabilities assumed by Seller Group and its Affiliates, or which they are responsible for pursuant to, and as described in, the Restructuring Documents.
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Examples of Disposed Liabilities in a sentence

  • Notwithstanding anything to the contrary in the Transaction Documents, the parties agree that Buyer and its Affiliates are not assuming any Disposed Liabilities, any Excluded Liabilities and any other liabilities and obligations of Seller Group or its Affiliates not expressly assumed by Buyer or its Affiliates under the Transaction Documents.

Related to Disposed Liabilities

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

  • Transferred Liabilities has the meaning ascribed to such term in the Separation Agreement.

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

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

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.