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.