Other Assumed Liabilities means the contractual liabilities and obligations of Ceding Company arising (a) at or after the Effective Time under the Other Agreements or (b) prior to the Effective Time under the Other Agreements to the extent that such liabilities and obligations are included in Policy-Related Liabilities as of the Effective Time.
Other Assumed Liabilities means all liabilities and obligations of Sellers (a) required to be paid or performed by Purchaser from and after the Closing Date under the Assigned and Assumed Contracts and the Assignable Licensed Principally Used Software, in each case only if actually assigned to Purchaser and (b) in respect of insurance license fees for periods following the Closing Date, in each case as set forth on Schedule 1.01(e); provided that the Other Assumed Liabilities shall also include any obligation to pay any amounts due as of the Closing in respect of the period prior to the Closing if there has been an accrual for such obligation on the Final Statement of Net Settlement Liability; provided further that any liability attributable to a breach by any Seller under the terms of the Assigned and Assumed Contracts and the Assignable Licensed Principally Used Software shall not be an Other Assumed Liability.
Other Assumed Liabilities means the "Assumed Liabilities" as defined in the Purchase and Sale Agreement.
Examples of Other Assumed Liabilities in a sentence
To the extent that a court of competent jurisdiction or Governmental Entity determines that the foregoing transfer and conveyance of Policy-Related Assets is not effective to vest absolute and irrevocable title in such Policy-Related Assets in Reinsurer, then Ceding Company hereby grants to Reinsurer a first priority security interest in such Policy-Related Assets to secure payment and performance of the Policy Liabilities and the Other Assumed Liabilities.
Reinsurer will not accept any liabilities of Ceding Company under this Agreement other than the Policy Liabilities and the Other Assumed Liabilities.
At and after the Effective Time, Reinsurer will have the responsibility for performing or paying all Other Assumed Liabilities.
We manipulated audit-program focus at two levels (plan-focused vs.
The Purchaser hereby assumes and agrees to pay, perform and discharge when due the Other Assumed Liabilities.
More Definitions of Other Assumed Liabilities
Other Assumed Liabilities means the "Assumed Liabilities" as defined in the Subscription Agreement.
Other Assumed Liabilities means (a) all liabilities, obligations and commitments of Seller, FGWLA and CLAC under the Assigned and Assumed Contracts and the Administered Contracts other than the Excluded Liabilities, (i) relating to periods prior to the Effective Date, up to the amounts specifically reflected on the Final Statement of Assets and Liabilities, or (ii) relating to periods after the Effective Date, (b) Seller, FGWLA and CLAC sales force incentive compensation accrued through the Effective Date up to the amount specifically reflected on the Final Statement of Assets and Liabilities, (c) amounts accrued through the Effective Date under the broker incentive compensation plans of Seller, FGWLA and CLAC up to the amounts specifically reflected on the Final Statement of Assets and Liabilities and (d) all other liabilities and obligations (other than Insurance Liabilities) reflected on the Final Statement of Assets and Liabilities up to the respective amounts specifically so reflected.
Other Assumed Liabilities means all liabilities and obligations arising after the Closing Date under the Assigned and Assumed Contracts, except for the Retrocession Agreements.
Other Assumed Liabilities means the liabilities, commitments and obligations of Seller identified as liabilities assumed by Buyer in Section 2.01(b)(v) of Seller’s Disclosure Letter.
Other Assumed Liabilities is hereby added to Section 1.1 of the APA and shall read as follows:
Other Assumed Liabilities means any Claims (as defined in the Subsidiary Plan) that the Nevada Gaming Commission and the Nevada Gaming Control Board may have against one or more of the Subsidiary Debtors (as defined in the Subsidiary Plan).”
Other Assumed Liabilities means all Liabilities of Thallion accrued on or after the Effective Time, excluding, for greater certainty, any (i) Liabilities of the Vendor in respect of Tax that were, are or may become payable resulting from the Arrangement (including any Taxes resulting from or arising as a consequence of the sale by the Vendor to the Purchaser of the assets pursuant to the Divestiture Agreement up to a maximum amount of $100,000) and (ii) all Liabilities of Thallion related to, arising out of or resulting from the Loan (including the repayment thereof)); and (iii) the Assumed Liabilities;