Transferred Liabilities definition
Examples of Transferred Liabilities in a sentence
On the date hereof, Buyer hereby assumes and agrees faithfully to perform and fulfill all the Transferred Liabilities owed by Seller in accordance with their respective terms and shall indemnify and hold harmless the Seller against the Transferred Liabilities and all costs, claims, demands, liabilities and expenses in respect of the Transferred Liabilities.
There may exist (i) assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, included or not included, as the case may be, within the Transferred Assets or (ii) liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, included or not included, within the Transferred Liabilities.
Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Transferred Liabilities with any third party obligee.
Notwithstanding the foregoing, any such Transferred Assets, Transferred Liabilities, Excluded Assets or Excluded Liabilities shall continue to constitute Transferred Assets, Transferred Liabilities, Excluded Assets or Excluded Liabilities, respectively, for all other purposes of this Agreement.
There is no action, suit, investigation or proceeding pending or to the best of the Seller's knowledge threatened before any court or arbitrator or any governmental authority, agency or official against or affecting the Business, the Transferred Assets or the Transferred Liabilities.