Acquired Liabilities definition

Acquired Liabilities means, as of the applicable date, Seller's Payables, Accrued Expenses and deferred revenues under service and maintenance agreements, as would appear on a balance sheet of the Company as of such date prepared in accordance with GAAP and incurred in the ordinary course of business consistent with past practices.

Acquired Liabilities means all of the liabilities, contingent or otherwise, of Seller, however created or arising, other than the Acquired Deposits and the liabilities to be owned by Net.B@nk which are set forth on Exhibit C.

Acquired Liabilities shall have the meaning set forth in Section 2.5(a) hereof.

Examples of Acquired Liabilities in a sentence

• The Acquired Assets and Acquired Liabilities conveyed to NBL pursuant to this Agreement shall constitute assets of the Prothena Business and Prothena Business Liabilities, respectively, for all purposes of the Demerger Agreement.

• In consideration for the transfer of the Acquired Assets to NBL, NBL shall pay EPI and EPIL a total of $375,000 and assume (subject to the terms of the Demerger Agreement) the Acquired Liabilities.

• Elan hereby transfers, sells, conveys, assigns and delivers to NBL all right, title and interest in the Territory to (i) the Acquired Assets and (ii) subject to the Demerger Agreement, the Acquired Liabilities.

• At the Closing, the Purchaser shall assume and agree to pay and discharge the Acquired Liabilities.

• The Purchaser shall execute and deliver such further instruments of conveyance and transfer and take such additional action as the Sellers may reasonably request to effect, consummate, confirm or evidence the transfer to the Purchaser of the Acquired Liabilities and any other transactions contemplated hereby.

More Definitions of Acquired Liabilities

Acquired Liabilities means only those liabilities of Seller listed on Schedule 1.2, but shall in any case exclude the Excluded Liabilities.

Acquired Liabilities means the Liabilities under the Acquired Agreements, Permits, authorizations or approvals included in the Acquired Assets solely to the extent such Liabilities (i) first arise after the Closing Time and do not otherwise relate to events, actions, conditions or circumstances first occurring on or before the Closing Time, (ii) relate solely to performance thereunder after the Closing Time, (iii) do not arise from or relate to any breach of the terms thereof by a Seller on or before the Closing Time or from any occurrence or circumstance giving rise to a claim against either Seller or any Affiliate of a Seller under any indemnity thereunder on or before the Closing Time, (iv) do not arise from any violation of Applicable Law by a Seller on or before the Closing Time and (v) do not arise from or relate to any breach by a Seller of any representation or warranty in Section 3.1 of this Agreement.

Acquired Liabilities means (i) all of SPEED's liabilities as shown on SPEED's June 30, 1997 balance sheet (including the notes thereto) as at the Balance Sheet Date (other than those liabilities that have been paid or otherwise satisfied or discharged prior to the Closing Date) and those liabilities of SPEED arising in the ordinary course of business of SPEED since the Balance Sheet Date, which are of the same nature as the liabilities set forth on such balance sheet, (ii) all obligations (A) under real property and equipment leases that are included in the Acquired Assets and (B) with respect to any current or former employees or independent contractors,

Acquired Liabilities means all the liabilities of RCC other than the Assumed Liabilities.

Acquired Liabilities means the insurance and reinsurance liabilities of the Acquired Companies after giving effect to the commutations or novations of the Commuted Affiliate Reinsurance Agreements, as provided in Section 4.1.5.

Acquired Liabilities has the meaning set forth in Section 2.4.2.

Acquired Liabilities means the Assumed Liabilities that are not Liabilities of Transferred Entities as of the effective time of the Closing Date.