Assumed Liabilities definition

Assumed Liabilities has the meaning set forth in Section 2.3.
Assumed Liabilities shall have the meaning set forth in Section 2.4.
Assumed Liabilities shall have the meaning assigned thereto in Section 2.1(e).

Examples of Assumed Liabilities in a sentence

  • Attached hereto as Schedule 7.11(d) is the Parties’ mutually agreed upon allocation methodology for allocating the Purchase Price, the Assumed Liabilities, and any other items treated as consideration among the Transferred Assets for federal income Tax purposes.

  • No assumption by Purchaser of any Assumed Liabilities shall relieve or be deemed to relieve any Seller Party from any obligation or liability under this Agreement with respect to any representations or warranties made by any Seller Party to Purchaser.

  • Buyer shall prepare and deliver to Seller, within [***] following the Closing Date, a schedule setting forth the allocation of the Purchase Price (and other relevant amounts, including Assumed Liabilities, to the extent properly treated as consideration for U.S. federal and applicable state and local income Tax purposes) among each of the Transferred Assets (the “Allocation Statement”).

  • Confidential Information includes information related to the Business, any Program, any Product, any of the Transferred Assets, or any of the Assumed Liabilities (collectively, “Asset Sale Confidential Information”).

  • As of the date hereof, neither Seller nor any of its Subsidiaries in respect of the Business, the Programs, the Products, Transferred Assets, or Assumed Liabilities is or has during the past three (3) years been subject to any outstanding Judgment.


More Definitions of Assumed Liabilities

Assumed Liabilities has the meaning set forth in Section 1.1(c).
Assumed Liabilities shall have the meaning ascribed to such term in Section 2.3 hereof.
Assumed Liabilities shall have the meaning set forth in Section 1.03.
Assumed Liabilities as defined in Section 2.4(a).
Assumed Liabilities has the meaning set forth in Section 2.2 of this Agreement.
Assumed Liabilities has the meaning set forth in Section 1.5.
Assumed Liabilities is defined in Section 1.3.