Liabilities definition
Examples of Liabilities in a sentence
To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.
To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.
The Seller and its Affiliates shall have no further responsibility for any such Assumed Liabilities from and after the Closing, and the Purchaser shall ensure that the Seller and its Affiliates are held harmless from any claims arising therefrom.
The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
Assignor acknowledges and agrees that, except as expressly set forth in the Purchase Agreement and this Agreement, Assignee is not assuming, and shall not be deemed by virtue of the execution and delivery of this Agreement to have assumed, any liability of Assignor other than the Assumed Liabilities, and explicitly shall be deemed not to assume any Excluded Liabilities.