Liabilities definition
Examples of Liabilities in a sentence
To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.
The Purchaser shall prepare and deliver to the Seller, within 120 days after the Closing Date, a proposed allocation of the Purchase Price, the Assumed Liabilities and any other amounts treated as consideration for applicable Tax purposes among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”).
Atlas shall indemnify, defend and hold harmless the Company from and against any and all Claims and all Liabilities incurred by the Company in connection with such Claims to the extent arising out of or relating to Atlas’s: (i) negligent acts or omissions or willful misconduct; (ii) breach of any covenant, representation, or warranty of Atlas in this Agreement; or (iii) failure to comply with any applicable laws, rules, regulations, or guidelines in connection with Atlas’s obligations under this Agreement.
References to “costs”, “expenses”, “fees”, “Liabilities” and/or “Losses” incurred by a person shall not include any amount in respect of VAT comprised in such costs, expenses, fees, Liabilities or Losses for which either that person or, if relevant, any other member of the VAT group to which that person belongs is entitled to credit as input tax.
Purchaser shall not assume any liabilities of Seller, except that Purchaser hereby assumes and agrees to pay, perform, and discharge when due any and all Liabilities arising out of or relating to Purchaser’s operation of the Purchased Assets on and after the Closing, including, but not limited to those Liabilities set forth on Schedule 2.2 (collectively, the “Assumed Liabilities”).