Specified Assumed Liabilities definition

Specified Assumed Liabilities shall have the meaning ascribed to it in Section 2.4(a)(iii).

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Specified Assumed Liabilities has the meaning set forth in Section 1.3(a).

Specified Assumed Liabilities means the following Assumed Liabilities: (i) all product liability for Products manufactured or sold before the Closing, (ii) all liabilities specifically reflected on the Carve-Out Balance Sheet or incurred after the Carve-Out Balance Sheet Date in the ordinary course of business in compliance with the terms of this Agreement (other than any Excluded Liability), to the extent it remains as a liability of the Business at the Closing, (iii) all warranty, performance and similar obligations with respect to Products sold before the Closing under written warranty agreements or specifications typical of the forms set forth in Schedule 1.3(f) and (iv) with respect to Products for which, as of the time immediately prior to Closing, Seller has an obligation to deliver that cannot be freely canceled, all warranty, performance and similar obligations entered into or made prior to the Closing with respect to such Products sold after the Closing under written warranty agreements or specifications typical of the forms set forth in Schedule 1.3(f).

Examples of Specified Assumed Liabilities in a sentence

Notwithstanding the aforesaid, with respect to the Purchased Assets relating to the Specified Assumed Liabilities, Seller shall use its reasonable efforts to satisfy such Liabilities prior to Closing and transfer to Buyer absolute ownership of such Purchased Assets free and clear of any such Liability.
The information set forth on the Closing Statement and any and all information used to calculate the information set forth on the Closing Statement (including, without limitation, amounts of all Specified Assumed Liabilities) is true, correct and complete in all respects.
Notwithstanding any provision in this Agreement to the contrary and subject to the Specified Liabilities Cap applicable to the Specified Assumed Liabilities, Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller of whatever nature, whether presently in existence or arising hereafter.
The Closing Statement shall contain a complete and accurate list of all Accounts Payable as of the Closing Date that will constitute Specified Assumed Liabilities.
Notwithstanding the foregoing, any deductions set forth in this Section 1.3(a) which were, or in the future are, actually reflected (or should have been reflected, but were not reflected due to an error by ▇▇▇▇▇▇▇) on ▇▇▇▇▇▇▇’▇ wire reports issued to Seller (or its Affiliates) relating to periods prior to the Closing Date shall be the responsibility of Seller and therefore shall not be considered Specified Assumed Liabilities.
Only Specified Assumed Liabilities shall be subject to the Specified Liabilities Cap and, for the avoidance of doubt, with respect to co-op events that span dates prior to and subsequent to the Closing Date, the Liabilities associated with the portion of the co-op event occurring prior to the Closing Date (allocated on the basis of the number of days of the co-op event before and after the Closing Date) shall be subject to the Specified Liabilities Cap.

More Definitions of Specified Assumed Liabilities

Specified Assumed Liabilities means and include the amount of (i) certain severance liabilities for Canadian employees of the Salons as of the Closing Date, plus (ii) certain employee incentive benefits as of the Closing Date, plus (iii) unused accrued vacation benefits and PTO for all employees of the Salons as of the Closing Date, plus (iv) the accrued rent liability for percentage rent obligations pursuant to the Salon lease agreements as of the Closing Date.