Assumed Contract Liabilities definition

Assumed Contract Liabilities has the meaning specified in Section 2.6.
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Assumed Contract Liabilities means those liabilities and obligations of Seller arising from the operation of the Pharmacy Business after the applicable Closing Date under the Assumed Contracts and Assumed Real Estate Leases.
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Assumed Contract Liabilities means Liabilities that accrue from and after the Closing under the Assumed Contracts; provided, for the avoidance of doubt, this definition shall exclude (i) any Liabilities accruing prior to the Closing and (ii) any amounts owed under the Assumed Contracts solely as a result of Closing, except to the extent expressly set forth in this Agreement.
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Examples of Assumed Contract Liabilities in a sentence

  • Assignee hereby accepts the grant, conveyance, transfer and assignment by Assignor to Assignee, its successors and assigns, of all of Assignor's rights, title and interest under, in and to the Contract, and hereby assumes and agrees to perform and discharge all of Assignor's executory obligations arising under the Contract (the "Assumed Contract Liabilities").

  • Except for the Assumed Contract Liabilities identified in Section 2, Assignee does not assume, and shall not in any manner become responsible or liable for, and Assignor shall retain, pay, discharge and perform in full, all other debts, obligations or liabilities of Assignor, whether known or unknown, fixed, contingent or otherwise.

  • Notwithstanding the foregoing, in no event will the Assumed Contract Liabilities include any liabilities or obligations in respect of indebtedness for borrowed money incurred prior to the Closing Date (which shall not be deemed to include capital leases) or any equity or equity-based awards relating to equity securities of Seller.

  • Each party to this Agreement shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with (i) the filing of Tax Returns relating to the Business and (ii) any Suit (including insurance claims) brought by or against any third party in connection with (A) any transaction contemplated by this Agreement or (B) any fact or condition relating to the Business, Subject Assets or Assumed Contract Liabilities.

  • At the reasonable request of Purchaser at Closing and at any time or from time to time thereafter, Seller shall cooperate with Purchaser to put Purchaser in actual possession and operating control of the Purchased Assets, execute and deliver such further instruments of sale, conveyance, transfer and assignment as Purchaser may reasonably request in order to effectively convey, transfer and assign the same to Purchaser, free and clear of all Liens, except the Assumed Contract Liabilities.

  • Except for the Assumed Contract Liabilities and the Assumed Trade Accounts Payable specifically identified on Schedules 2.02(a) and 2.02(b), Purchaser shall not assume or be responsible for any debts, liabilities, obligations or commitments of Seller whatsoever, whether actual, absolute, accrued, fixed, contingent, asserted or unasserted, known or unknown, and whether related or unrelated to Seller’s business.

  • The aggregate consideration for the Purchased Assets shall be $462,352, of which $115,588 shall be a contingent earn-out as described below, plus the assumption of the Assumed Contract Liabilities and Assumed Lease Liabilities (the "Purchase Price").

  • Assignee hereby accepts the grant, conveyance, transfer and assignment by Assignor to Assignee, in successors and assigns, of all of Assignor's rights, title and interest under, in and to the Contract, and hereby assumes and agrees to perform and discharge all of Assignor's executory obligations arising under the Contract (the "Assumed Contract Liabilities").

  • Except for the Assumed Contract Liabilities identified in Section 2.

  • At the Closing, Buyer shall assume, and hereby agrees to pay, perform and observe fully and timely, effective as of the Effective Time, all liabilities and obligations relating to or arising out of the Assigned Contracts (collectively, the liabilities and obligations so assumed being referred to as the "Assumed Contract Liabilities").


More Definitions of Assumed Contract Liabilities

Assumed Contract Liabilities means all Liabilities of the Seller under the Assumed Contracts, (i) which accrue solely after the Closing Date, (ii) which arise out of the completion of non-warranty work required under the Assumed Contracts that was commenced (but not completed) prior to the Closing Date, or (iii) to provide bug fixes or other warranty service to products sold or services provided by the Seller prior to the Closing relating to the Business, to the extent required and limited by the written warranties for such products and services set forth in the Assumed Contracts given by the Seller in the ordinary course of business, but excluding all consequential and incidental damages relating to the failure of such products or services to conform to the applicable warranties. Notwithstanding the foregoing, the Assumed Contract Liabilities shall not include any Excluded Assets listed in Schedule 2.2 or any Excluded Liabilities.
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Assumed Contract Liabilities means any Collective Contingent Business Liabilities arising out of or relating to any Customer Contract that is included in the Purchased Assets.
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Assumed Contract Liabilities has the meaning set forth in Section 1.3(b).
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Assumed Contract Liabilities has the meaning set forth in Section 2.7 hereof.
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Assumed Contract Liabilities is defined in Section 2.3(a).
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Related to Assumed Contract Liabilities

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

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

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

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

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

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

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

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

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

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

  • 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.

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

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Assigned Contract has the meaning set forth in Section 1.5(a).

  • Shared Contracts means contracts pursuant to which a non-affiliated third party provides material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies).

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

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

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

  • Executory Contracts means executory contracts and unexpired leases as such terms are used in 11 U.S.C. § 365, including all operating leases, capital leases, and contracts to which the Debtor is a party or beneficiary on the Confirmation Date.