Assumed Claims definition

Assumed Claims means the Claims set forth and described in Schedule 12.9.

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Assumed Claims as such claim is defined in Section 7(a)(i)(D).

Assumed Claims means all pre-closing Administrative Claims, including Professional Fee Claims up to the amount of the Professional Fee Claims Cap, Secured Claims, Priority Claims, and Priority Tax Claims listed on Schedule 1 to the Purchase Agreement, which shall constitute Assumed Liabilities pursuant to and subject to the terms and conditions of the Purchase Agreement.

Examples of Assumed Claims in a sentence

All actions taken with respect to the administration of the Assumed Claims that affect ASD or its Subsidiaries shall be taken by the Buyers (including their successors) in good faith, and in the exercise of their business judgment.
This Agreement shall remain in full force and effect until PMMIC fully performs and satisfies all of its duties, obligations and liabilities hereunder and the DNR issues No Further Action Certificates with respect to all Assumed Claims and Sites, unless terminated earlier pursuant to this Agreement.
Such payment will constitute a complete discharge of any and all responsibilities, obligations, and liabilities of the Board hereunder with respect to corrective action for the Assumed Claims, and PMMIC will not have any other recourse to or claims against the Board, the State of Iowa (“State”), the general fund or any other funds or accounts of the State with respect to the Assumed Claims.
The Buyer shall review with DuPont no less frequently than once each quarter the progress of the Assumed Claims, and shall consult with DuPont with respect to the general litigation strategy to be followed by the Buyer in defending such Claims.
On and after the Closing Date, Purchaser shall have full authority to administer all aspects of the Assumed Claims Liabilities and such matters shall be under the Purchaser’s exclusive control and within its sole discretion, subject to the terms and conditions of the insurance policies which gave rise to the Assumed Claims Liabilities and any rights and duties with respect to the administration of the Assumed Claims Liabilities that are assigned to Purchaser.

More Definitions of Assumed Claims

Assumed Claims means all open, existing claims as well as any claims that may have occurred within the policy period while the policy was in effect.

Assumed Claims means claims (A) directed at compliance by Seller with ITU or IEEE standards or any other published standards or (B) directed at any Intellectual Property Right of an NPE, in each case, to the extent such claims are set forth on Schedule A-1.

Assumed Claims means all rights, claims and causes of action against the Companies’ landlords, vendors and customers.

Assumed Claims means all pre-closing Allowed Administrative Claims, including Allowed Professional Fee Claims up to the amount of the Professional Fee Claims Cap, Allowed Secured Claims, Allowed Priority Claims, and Allowed Priority Tax Claims listed on Schedule 1 to the Acquisition Agreements, which shall constitute Assumed Liabilities pursuant to and subject to the terms and conditions of the applicable Acquisition Agreement.

Assumed Claims means all Claims of Environmental Liability, all Environmental Exposure Claims, all Product Liability Claims, all Product Warranty Claims, all Worker’s Compensation Claims, all Intellectual Property Claims, all Employee Claims and all Other Claims, in every case whether the resulting losses, claims or demands, as the case may be, arise from or relate to conditions existing or events occurring on or before the Closing Date.

Assumed Claims as such claim is defined in Section 7(a)(i)(D). "▇▇▇▇ OF SALE" - as such term is defined in Section 10(f) hereof. "BUILDINGS" - as such term is defined in Section 1 hereof. "CLOSING" - as such term is defined in Section 4(b) hereof. "CLOSING DATE" - as such term is defined in Section 4(b) hereof. "CONTRACT AND LICENSE ASSIGNMENT" - as such term is defined in Section 10(c) hereof. "CONTRACTS" - as such term is defined in Section 10(c) hereof. "DEED" - as such term is defined in Section 10(a) hereof. "DEED OF TRUST" - as defined in Schedule 4 hereto. "DOWNPAYMENT" - as such term is defined in Section 2(a) hereof. "ESCROW AGENT" - as such term is defined in Section 2(a) hereof.

Assumed Claims means any Claims owned or held by the Seller relating to any of the Purchased Assets.