Liabilities Transferred Sample Clauses

Liabilities Transferred. 3 ARTICLE IV
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Liabilities Transferred. The Original Issuer shall transfer and SLFC shall accept and assume all liabilities, obligations and undertakings of the Original Issuer of any nature whatsoever, whether accrued, absolute, fixed or contingent, known or unknown, due or to become due, unliquidated or otherwise, except "Excluded Liabilities" consisting of such liabilities, obligations and undertakings of the Original Issuer as are set forth in this Agreement (such liabilities, obligations and undertakings, exclusive of the Excluded Liabilities, being collectively referred to herein as the "SLFC Liabilities").
Sample 1
Liabilities Transferred. SLFC shall transfer and EdLinc shall accept and assume all liabilities, obligations or undertakings of SLFC of any nature whatsoever, whether accrued, absolute, fixed or contingent, known or unknown, due or to become due, unliquidated or otherwise, under the Series 0000 Xxxxxxxxx and all other agreements included in the EdLinc Assets (the "EdLinc Liabilities"); provided that such acceptance and assumption shall not affect SLFC's liabilities, obligations or undertakings under the Servicing Agreement, dated as of February 1, 1998 (the "Servicing Agreement"), among EdLinc, the Trustee and SLFC, as servicer, each of which will continue to be the liability, obligation or undertaking solely of SLFC and do not constitute EdLinc Liabilities. ARTICLE IV
Sample 1
Liabilities Transferred. (a) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not assume any liabilities of the Sellers, the Stockholders or the Minority Stockholders, whether accrued, absolute or contingent, recorded or unrecorded or otherwise, other than the following ("Assumed Liabilities"):
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Liabilities Transferred. 12 2.4 Directors and Officers of the Company .............. 14 2.5 Board of Directors of Parent ....................... 14 2.6
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Liabilities Transferred. (a) Notwithstanding anything to the contrary in this Agreement, the Company shall not assume any liabilities of ETG whether accrued, absolute, or contingent, recorded or unrecorded or otherwise, other than the following ("Assumed Liabilities"):
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Liabilities Transferred. Infineon and Infineon US will transfer to the Purchaser with economic effect as of the Effective Date the following obligations, liabilities and risks:
Sample 1
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Liabilities Transferred. The Statement of Assets and Liabilities Transferred shall be prepared in accordance with GAAP, and such principles shall be applied in a manner consistent with the application of such principles in connection with the preparation of the Seller Audited Statements, provided that with respect to the Accrued Gift Certificate Reserve and the Accrued Store Credit Reserve, the accounting methodology to be applied shall be, and shall be applied in a manner consistent with the application of, the Seller's accounting methodology consistently applied in the preparation of the Seller Audited Statements, and provided further that the Accrued Vacation Reserve shall be determined in accordance with the Books and Records and the Seller's existing vacation policy.
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Related to Liabilities Transferred

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • ERISA Liabilities; Employee Plans The Credit Parties shall: (i) keep in full force and effect any and all Employee Plans which are presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Credit Parties; (ii) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA, including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans; (iv) notify Lender immediately upon receipt by the Credit Parties of any notice concerning the imposition of any withdrawal liability or of the institution of any Proceeding or other action which may result in the termination of any such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise Lender of the occurrence of any “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Liabilities; Litigation (a) The financial statements delivered by Borrower and each Borrower Party are true and correct with no significant change since the date of preparation. Except as disclosed in such financial statements, there are no liabilities (fixed or contingent) affecting the Project, Borrower or any Borrower Party. Except as disclosed in such financial statements, there is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Borrower, threatened, against the Project, Borrower or any Borrower Party which if adversely determined could have a material adverse effect on such party, the Project or the Loan.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Liabilities Not Assumed The Purchaser will not assume any liabilities of the Vendor. The Purchaser will not be responsible for any liability of the Vendor, past, present or future, relating to the Claims, and the Vendor will indemnify and save harmless the Purchaser from and against any such claim.

  • LIABILITIES TO BE ASSUMED As used in this Agreement, the term “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following, Liabilities of Company (collectively the “Assumed Liabilities”):

  • ERISA Plans and Liabilities All currently existing ERISA Plans are listed in the Disclosure Schedule. Except as disclosed in the Initial Financial Statements or in the Disclosure Schedule, no Termination Event has occurred with respect to any ERISA Plan and all ERISA Affiliates are in compliance with ERISA in all material respects. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any "multiemployer plan" as defined in Section 4001 of ERISA. Except as set forth in the Disclosure Schedule: (i) no "accumulated funding deficiency" (as defined in Section 412(a) of the Code exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, and (ii) the current value of each ERISA Plan's benefits does not exceed the current value of such ERISA Plan's assets available for the payment of such benefits by more than $500,000.

  • Liabilities to Obligors No obligation or liability to any Obligor under any of the Contracts is intended to be assumed by the Trustees, the Trust or the Noteholders under or as a result of this Agreement and the transactions contemplated hereby.

  • Employee Benefit Plans and Related Matters; ERISA (a) Section 3.18(a) of the Company Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the material Company Benefit Plans, including all Company Benefit Plans subject to ERISA. With respect to each such material Company Benefit Plan, the Company has made available to Parent a true and complete copy of such Company Benefit Plan, if written, or a description of the material terms of such Company Benefit Plan if not written, and to the extent applicable, (i) any proposed amendments, (ii) all trust agreements, insurance contracts or other funding arrangements, (iii) the most recent actuarial and trust reports for both ERISA funding and financial statement purposes, (iv) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor and all schedules thereto, (v) the most recent IRS determination or opinion letter, and (vi) all current summary plan descriptions.

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