Genzyme Assumed Liabilities definition

Genzyme Assumed Liabilities means the following specified Liabilities of the Company as of the Calculation Date, but no others:
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Examples of Genzyme Assumed Liabilities in a sentence

  • Notwithstanding any provision in this Agreement to the contrary, Genzyme is not assuming, and will not be deemed to have assumed, any Liability of the Company of any nature other than the Genzyme Assumed Liabilities.

  • Assignee hereby accepts and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions, and covenants of the Genzyme Acquired Assets and the Genzyme Assumed Liabilities, and to pay and discharge all of the Genzyme Assumed Liabilities.

  • Assignor hereby assigns, distributes, transfers, and sets over to Assignee all of such Assignor’s right, title, benefit, privileges, and interest in and to, and all of such Assignor’s burdens, obligations, and liabilities in connection with, the Genzyme Acquired Assets and the Genzyme Assumed Liabilities, free and clear of all liens, claims, licenses, pledges and encumbrances (other than those created by Assignee) in the case of the Genzyme Acquired Assets.

  • The transfer of the Genzyme Acquired Assets and Genzyme Assumed Liabilities by the Company to Genzyme in accordance with this Agreement will be further evidenced by an Assignment and Assumption Agreement in the form attached hereto as Exhibit 2.

  • Subject to the terms and conditions of this Agreement, Genzyme hereby assumes and the Company hereby assigns to Genzyme the Genzyme Assumed Liabilities.

Related to Genzyme Assumed Liabilities

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

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

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

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

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

  • 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.

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

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

  • 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;

  • Covered Liabilities as defined in Subsection 11.21.

  • 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 Environmental Liabilities has the meaning specified in Section 7.4.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

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

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

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

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

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

  • Assumed Leases has the meaning set forth in Section 2.6(b).

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

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

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

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • 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.