Unassumed Liability definition

Unassumed Liability is defined in Section 2.4(b).
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Unassumed Liability shall have the meaning given such term in Section 2.01(c).
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Unassumed Liability shall have the meaning given such term in §3.
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Examples of Unassumed Liability in a sentence

  • The Customer may not connect any further extension cables to existing power strips.

  • If Tucows ascertains that an Unassumed Liability exists, it shall notify the Shareholders, and provide the Shareholders ten (10) business days to resolve the matter in a manner satisfactory to Tucows, failing which Tucows may: a) subject to compliance with the set off procedures of Section 5.6(f) A and B - reduce the Purchase Price, or b) exercise such other remedies as it deems fit.

  • Purchaser shall be solely responsible for all costs, obligations and expenses arising out of, or in any way related to, the operations of the INS Business from and after the Closing Date, excluding any third-party claim relating to matters arising out of any Unassumed Liability or Excluded Assets.

  • Seller shall indemnify and hold Purchaser, its affiliates and their officers, directors, employees, agents and advisors harmless from any Losses arising out of (a) the breach by Seller of any covenant, representation or warranty set forth herein or (b) any Unassumed Liability.

  • Notwithstanding anything to the contrary contained in Section 11.1, the maximum amount of indemnification that Amtech or AI shall be obligated to pay pursuant to Section 11.1 shall be $10,000,000 (the "Cap"), except for indemnification pursuant to Sections 11.1(c) (Taxes), and 11.1(f) (Unassumed Liabilities), to the extent it is based on an Absolute Unassumed Liability, which are not subject to the Cap.

  • Also another problem that has to do with the culture of the Saudis was that a signed contract does not mean much to them.


More Definitions of Unassumed Liability

Unassumed Liability is defined in SECTION 1.3(b).
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Related to Unassumed Liability

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Assumed Leases has the meaning set forth in Section 2.1(l).

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.