Transfer Liabilities definition

Transfer Liabilities. The liabilities to be assumed by SLH under the Assignment and Assumption Agreement. Transition Period. The period of time from the Distribution Date to the Relocation Date.

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Transfer Liabilities has the meaning given in [Part 1 of Schedule 11].

Transfer Liabilities means any NPT Liabilities that are expressly provided in this Agreement, the Master Separation and Sale Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.

Examples of Transfer Liabilities in a sentence

• Each of the parties hereto agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on Schedule 1.1(c).

• On the Closing Date, Weyerhaeuser shall use its reasonable best efforts to deliver to Parent (for information purposes only) a schedule setting forth all material Delayed Transfer Liabilities existing as of the Closing Date.

• Effective on the Separation Date, Palm hereby assumes and agrees faithfully to perform and fulfill (or will cause any applicable Subsidiary to assume, perform and fulfill), all the Palm Liabilities owed by 3Com, other than the Delayed Transfer Liabilities, in accordance with their respective terms.

• Prior to such transfer, such Asset or Liability shall be held in the same manner as Deferred Transfer Assets or Deferred Transfer Liabilities shall be held in accordance with Section 5.3.

• Without limiting the foregoing, the Transfer Liabilities shall not include any expense or liability (other than Tax Liabilities under Section 3.14) incurred by Seafield with respect to (a) the transfer of the Transfer Assets and the assumption of the Transfer Liabilities hereunder and (b) the distribution of the SLH Common Stock to the Seafield shareholders under the Distribution Agreement.

• Without limiting the foregoing, the Transfer Liabilities shall include Tax liabilities only to the extent provided in Section 3.14 and as provided in the Tax Sharing Agreement.

• Except as otherwise provided herein, Seafield makes no representations or warranties with respect to the Transfer Assets, the Transfer Liabilities or the accuracy or completeness of the Balance Sheet and SLH understands that it is accepting the Transfer Assets "AS IS AND WITH ALL FAULTS" and assuming the Transfer Liabilities without any limitation.

• Each of the Parties hereto agrees that the Delayed Transfer Assets shall be assigned, transferred, conveyed and delivered, and any Delayed Transfer Liabilities shall be assumed in accordance with the provisions of Sections 2.02 and 2.03.

• Each of the parties hereto agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on SCHEDULE 1.1(c).

• The assumption by SLH of the Transfer Liabilities shall be further evidenced by the delivery by SLH to Seafield of such other instruments as Seafield may reasonably request and as may otherwise be required by this Agreement, the Distribution Agreement and the Other Agreements.

More Definitions of Transfer Liabilities

Transfer Liabilities means the sum of all the following liabilities (including contingent liabilities) to the extent existing or accruing as a result of or in connection with the ownership, construction, operation, maintenance or repair of the Plant by, or on behalf of, the Seller prior to the Asset Transfer Date, in each case, only to the extent not already accounted for in the Transfer Value: (i) all those liabilities to be assumed by the Purchaser as a result of the assignment to it of all the contracts (including Project Documents) referred to in Clause Error! Reference source not found. of this Agreement; (ii) all those liabilities and claims made by third parties against the Seller under or pursuant to the contracts referred to in paragraph (i) above or arising by operation of law as referred to in paragraph (iii) below which transfer to, or are made against, the Purchaser as a result of the transfer of the Plant pursuant to this Agreement; (iii) all those liabilities which accrue to the Purchaser as a matter of law (including liabilities accruing to the Purchaser in connection with the employment of the Seller's staff who transfer to the Purchaser as a result of the transfer of the Plant pursuant to this Agreement); (iv) all liabilities (together, "Contamination Liabilities") to remove all contaminants on the Site and to reinstate the Site to the extent required to comply with the applicable environmental Laws and standards (including any liabilities to third parties as a result of such contamination, whether or not claims have been made by third parties prior to the Asset Transfer Date); and (v) all amounts due, or accrued, by the Seller to the Purchaser under, or in connection with, this Agreement;