Mexico Assumed Liabilities definition

Mexico Assumed Liabilities means all liabilities and obligations of every kind, nature, character and description (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) to the extent relating to the Mexico Assets or the Mexico Employees, including the following liabilities and obligations:
Sample 1

Examples of Mexico Assumed Liabilities in a sentence

  • In addition, Buyer may assign and delegate all or a portion of its rights to the Mexico Assets, its obligations under the Mexico Assumed Liabilities and its rights and obligations under Section 9.1 to Prodensa Servicios de Consultoria, S.A. de.

  • In consideration for the sale and transfer of the Mexico Assets and the Shares, at the Closing, Buyer shall pay to the Sellers the Estimated Purchase Price in cash by wire transfers of immediately available funds and shall assume the Mexico Assumed Liabilities as provided in Section 1.1(c).

  • In the event that a Seller (or an Affiliate thereof) receives an invoice for, or is otherwise charged with, after the Closing, any U.S. Assumed Liabilities or Mexico Assumed Liabilities, such Seller (or Affiliate thereof) shall promptly forward such invoice or details of such charge to Buyer, and Buyer shall pay, discharge or otherwise assume responsibility for such invoice or charge.

Related to Mexico 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).

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

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

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

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

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • 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.

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

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Purchased 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.

  • 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

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

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

  • Liabilities Assumed has the meaning provided in Section 2.1.

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

  • 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.