Assumed Liability definition

Assumed Liability means any one of them;

Assumed Liability or “Assumed Liabilities” has the meaning ascribed to it in Section 2.2.

Assumed Liability shall have the meaning set forth in Section 2.4.

Examples of Assumed Liability in a sentence

• In addition, the Parties agree to cooperate in connection with the making or filing of claims, requests for information, document retrieval and other activities in connection with any and all Claims made under insurance policies specified on Section 2.2(b)(xiii) of the Sellers’ Disclosure Schedule to the extent any such Claim relates to any Purchased Asset or Assumed Liability.

• Promptly upon Purchaser’s designation of an additional asset as an “Excluded Asset” or an additional Liability as an “Assumed Liability,” Exhibit F or the appropriate subsection of Section 2.2(a), Section 2.2(b) or Section 2.3(a) of the Sellers’ Disclosure Schedule, as applicable, shall be updated to reflect such designation and such additional asset or additional Liability shall thereafter be deemed to be an Excluded Asset or Assumed Liability, as applicable, for all purposes under this Agreement.

• Services hereunder will be performed by personnel who have the knowledge, skills, training and experience necessary to perform the same and Transmission Owner will use reasonable efforts to perform the same within the estimates set forth in Schedule 2 (which estimates the Parties acknowledge have been incorporated into the Closing Assumed Liability Amount (as defined in the Acquisition Agreements)).

• Buyer and Seller shall use Commercially Reasonable Efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the Parties the economic and operational equivalent, to the extent permitted by applicable Law, of the assignment to Buyer of such Assumed Contract or Assumed Liability, and Buyer’s assumption of such Assumed Contract or Assumed Liability effective as of the Effective Time and the performance by Buyer of its obligations with respect thereto.

• Buyer shall indemnify, defend and hold harmless Seller and its Affiliates for any and all Losses (in each case without deduction or set off) incurred on account of Seller’s guarantees, letters of credit, bonds and other surety instruments on or after the Closing Date insofar as such Losses relate to any failure of Buyer to perform or discharge any Assumed Liability on or after the Closing.

More Definitions of Assumed Liability

Assumed Liability has the meaning set forth in the Separation Agreement.

Assumed Liability has the meaning set forth in Section 1.3.

Assumed Liability is defined in Section 1.1(c).

Assumed Liability those executory obligations arising after the Closing under the Transferred Contracts which do not relate to (i) any breach of, or failure to comply with, prior to the Closing, any representation, warranty, covenant or obligation in any such Transferred Contract, (ii) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure, or (iii) any indemnification claim relating to any of the matters set forth in clauses (i) or (ii) of this Section 2.2. For the avoidance of doubt, neither Acquiror not any of its Affiliates shall assume Payables, which shall remain Retained Liabilities under Section 2.4.

Assumed Liability means each liability or obligation of the Company that is:

Assumed Liability has the meaning ascribed to it in the Asset Transfer Agreement.

Assumed Liability those executory obligations arising after the Closing under the Transferred Contracts which do not relate to (i) any breach of, or failure to comply with, prior to the Closing, any representation, warranty, covenant or obligation in any such Transferred Contract, (ii) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure, or (iii) any indemnification claim relating to any of the matters set forth in clauses (i) or (ii) of this Section 2.2.