Liabilities Not Assumed definition

Liabilities Not Assumed shall have the meaning set forth in Section 2.3(b).
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Examples of Liabilities Not Assumed in a sentence

  • Liabilities Not Assumed Subject to the service conditions contained in this agreement, we shall not be liable for any damage arising from your shipment, or loss of income or profit, whether such damage be direct, incidental, or consequential, except to the extent of the declared value or US$99 per shipment or US$9.09/pound (US$20 per Kilo gram) (or the equivalent in local currency), whichever is lower.

  • Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such Defenses and Claims.1.5 Liabilities Not Assumed.

  • Set forth in Part 3.5 of the Seller Disclosure Schedule is a copy of the unaudited statement of assets and liabilities of the Business being acquired hereunder (which shall exclude Excluded Assets and Liabilities Not Assumed) as of September 30, 1998 (the "Latest Balance Sheet").

  • OF LIABILITIES 1 Section 1.1 Transferred Assets 1 Section 1.2 Excluded Assets 3 Section 1.3 Assumption of Liabilities 3 Section 1.4 Liabilities Not Assumed by Purchaser 5 ARTICLE II.

  • AVR Assets and Liabilities Not Assumed by Akorn Cash and cash equivalents: In connection with the AVR Acquisition, the parties agreed that AVR’s cash balance per books on the acquisition date would be distributed to AVR’s former owners and not be acquired by Akorn.

  • A refund or credit will not be given for shipments delayed due to incorrect addresses or to the unavailability or refusal of a person to accept delivery, whether or not the package is returned to the shipper, or sign for the package, or due to any of the causes described under the Terms and Conditions of Consignment Note and/or the Liabilities Not Assumed section.

  • ASSUMPTION OF LIABILITIES 3.1 Liabilities Assumed 3.2 Liabilities Not Assumed ARTICLE IV.

  • Liabilities Not Assumed by the Buyer.....................................8 Section 2.07.

  • Accordingly, they are not covered by the Money-Back Guarantee (see Section 19 (Money-Back Guarantee) and Section 21 (Liabilities Not Assumed)).

  • Places We Love • The Blind Pig: One of our favorites, this intimate bar north of the Square on Lamar has a good selection of draft beers, sandwiches, and live music on weekends.

Related to Liabilities Not Assumed

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • Liabilities and Costs means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • 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;

  • Institutional Responsibilities means an investigator’s professional responsibilities on behalf of the University, which may include for example: activities such as research, research consultation, teaching, professional practice, University committee memberships, and service on panels such as Institutional Review Boards or data and safety monitoring boards.

  • Assumed means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing the agreement to assume the Award.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

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

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Loss of Activities of Daily Living means that, due to an Injury or Sickness, the Insured Employee has lost the ability to safely and completely perform two or more of the following six Activities of Daily Living without another person's active, hands-on help with all or most of the activity.

  • Financial responsibility means the ability to respond in damages for liability thereafter incurred

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

  • 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;

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

  • 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.

  • Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation or other responsibility arising from or under any Environmental Law.

  • Responsibilities means the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement.

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

  • Covered Liabilities as defined in Subsection 11.21.

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

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Customer Responsibilities means the responsibilities of the Customer set out in paragraph 6.1 of the Order Form;

  • 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;

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

  • Activities of daily living means at least bathing, continence, dressing, eating, toileting and transferring.