Additional Assumed Liabilities definition

Additional Assumed Liabilities has the meaning stated in Section 2.04(c).
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Additional Assumed Liabilities means the Assumed Liabilities to which Seller Parent or its Subsidiaries (other than the Acquired Companies) is subject as of immediately prior to the Closing and after giving effect to the Business Internal Reorganization.
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Additional Assumed Liabilities has the meaning set forth in Section 2.8(b).
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Examples of Additional Assumed Liabilities in a sentence

  • In such an event, the Additional Assumed Liabilities shall (x) be considered to be “Assumed Liabilities”, and (y) not be considered to be “Excluded Liabilities”.

  • Seller and Purchaser further agree that each of the Additional Assumed Liabilities, up to the respective amounts specified on Schedule B will be deemed an “Assumed Liability” under the Purchase Agreement and as such shall be deemed subject to the terms and conditions governing Assumed Liabilities set forth in the Purchase Agreement.


More Definitions of Additional Assumed Liabilities

Additional Assumed Liabilities means those Assumed Liabilities consisting of (i) all liabilities and obligations of any kind, character or description relating directly to, or arising under or in respect of, performance after the Effective Time under the Additional Transferred Contracts and Additional Transferred Leases, (ii) all liabilities and obligations of any kind, character or description arising after the Effective Time in respect of the interests in the Additional Premises transferred to the Buyer and the Buying Subsidiaries pursuant to the Agreement or any other Transaction Document (including payment of all Taxes, utilities and other related payments) and (iii) all liabilities and obligations of any kind, character or description arising before the Effective Time under any Environmental Law in connection with the ownership or operation of the Additional Transferred Leased Real Property except (1) for any such liabilities and obligations arising with respect to any Identified Environmental Condition and (2) to the extent that the Buyer is entitled to receive payments in respect of rights to indemnification under this Agreement by reason of breach by the Seller or the Seller Parent of any representation or warranty contained in Section 5.11-A.
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Related to Additional Assumed Liabilities

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

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

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

  • 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.

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

  • Additional Assets means (1) any property or other assets used or useful in a Similar Business, (2) the Capital Stock of a Person that becomes a Restricted Subsidiary of the Issuer as a result of the acquisition of such Capital Stock by the Issuer or another Restricted Subsidiary or (3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Issuer; provided, however, that any Restricted Subsidiary described in clause (2) or (3) above is engaged in a Similar Business.

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

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

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

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

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

  • Assumed Leases has the meaning set forth in Section 2.6(b).

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

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

  • 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.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

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

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Merger Without Assumption provisions of Section 5(a)(viii) will apply to Party A and will apply to Party B.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.