Healthpoint Canada Assumed Liabilities definition

Healthpoint Canada Assumed Liabilities means all the liabilities and obligations of Healthpoint Canada of any kind, character or description (whether known or unknown, accrued, absolute, fixed, contingent, matured or unmatured, arising by law or by contract or otherwise) that would have been Principal Assumed Liabilities if they were liabilities and obligations of the Principal Seller Group, including, for the avoidance of doubt, the Healthpoint Canada IP Liabilities, but excluding all (i) Healthpoint Canada Excluded Liabilities, (ii) Product Candidate Assumed Liabilities, (iii) Switzerland Branch Assumed Liabilities, (iv) Puerto Rico Branch Assumed Liabilities, (v) Healthpoint Curaçao Assumed Liabilities, (vi) U.S. IP Liabilities and (vii) ROW IP Liabilities.
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Related to Healthpoint Canada Assumed Liabilities

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

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

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

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

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

  • 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

  • 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;

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

  • 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.

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

  • Covered Liabilities as defined in Subsection 11.21.

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

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

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

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

  • 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;

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

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • 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.

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

  • 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;