Non-Assumed Liabilities definition

Non-Assumed Liabilities has the meaning specified in Section 1.4.

Non-Assumed Liabilities shall have the meaning set forth in Section 3.3.

Non-Assumed Liabilities means any and all Liabilities of the Sellers that are not Assumed Liabilities. Non–Assumed Liabilities specifically include, without limitation, the items listed on Schedule 6.1.1 and the Excluded Assets listed on Exhibit A.

Examples of Non-Assumed Liabilities in a sentence

• Notwithstanding anything to the contrary herein contained, Seller shall retain and agrees to pay, perform and discharge all obligations and Liabilities with respect to the Non-Assumed Liabilities and any claims in any way arising out of or related to the Excluded Assets (“Retained Obligations”).

• No Seller or any Sellers’ Affiliate will use any of the Restricted Information for any purpose other than to prepare its financial statements or Tax returns, to respond to any audits or other inquiries of any Governmental Entity or otherwise in connection with any Non-Assumed Liabilities.

• From and after Closing, Xxxxxx agrees to defend, release, indemnify and hold harmless the Buyer Indemnitees from and against (i) the Non-Assumed Liabilities and (ii) the breach by Seller of any of its representations, warranties, covenants or agreements contained in this Agreement.

• From and after Closing, Seller agrees to defend, release, indemnify and hold harmless the Buyer Indemnitees from and against (i) the Non-Assumed Liabilities and (ii) the breach by Seller of any of its representations, warranties, covenants or agreements contained in this Agreement.

• On and after the First Closing Date and Second Closing Date, as applicable, the Sellers shall continue to pay its vendors, contractors, sub-contractors and any other third parties for Non-Assumed Liabilities, in the ordinary course of business and consistent with past practices, for obligations which may arise or before the First Closing Date or Second Closing Date, as applicable, but become payable after such applicable Closing Date.

More Definitions of Non-Assumed Liabilities

Non-Assumed Liabilities means any liabilities or obligations of Seller (whether accrued, absolute, contingent, liquidated, unliquidated, known or unknown, due or to become due) other than those specifically described in the term "Liabilities." Non-Assumed Liabilities include, but are not limited to, the following:

Non-Assumed Liabilities shall have the meaning ascribed to it in Section 2.7 hereof.

Non-Assumed Liabilities has the meaning set forth in Section 1.3(b). -----------------------

Non-Assumed Liabilities means (x) all Liabilities of Sellers relating to the Purchased Assets or the Business and any claims in respect thereof, other than the Assumed Liabilities, and (y) any Liabilities or claims which may be asserted against or imposed upon Buyer by reason of its being a successor or transferee of Sellers or as an acquiror of the Purchased Assets or the Business or otherwise as a matter of law. Without limitation of the foregoing, all of the following shall be Non-Assumed Liabilities for the purposes of this Agreement:

Non-Assumed Liabilities. See Section 3.06(b).

Non-Assumed Liabilities shall have the meaning given that term in Section 12.02.

Non-Assumed Liabilities has the meaning set forth Section 2.1(d) below.