Upon the LMA Commencement Date, Buyer and Seller shall execute and deliver the LMA Contract Assignment, the LMA Lease Assignment, and Buyer shall assume the LMA Assumed Liabilities pursuant to the LMA Assumed Liabilities Assumption Agreement.
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.
Assumed Obligations has the meaning specified in Section 2.2.
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).
Acquired Assets has the meaning set forth in Section 2.1.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Purchased Assets has the meaning set forth in Section 2.1.
Assigned Contracts has the meaning set forth in Section 2.01(c).
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Assumed Contracts has the meaning set forth in Section 2.1(d).
Excluded Assets has the meaning set forth in Section 2.2.
Assumed Leases has the meaning set forth in Section 2.1(l).
Retained Assets has the meaning set forth in Section 2.2.
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
Assumed Agreements shall have the meaning as set forth in Section 2.2.
Assumed Environmental Liabilities has the meaning specified in Section 7.4.
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.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.
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;
Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).