Assumed Contract Obligations definition

Assumed Contract Obligations means, collectively, all Liabilities under the Assigned Contracts, whether or not assigned and assumed in any particular Closing and whether or not any required consent or approval of assignment is obtained.

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Assumed Contract Obligations means, collectively, all Liabilities under the Assigned Contracts.

Assumed Contract Obligations means the Liabilities of Seller arising under (a) the Contracts listed on Schedule 3.16 hereto (subject to obtaining any requisite consents thereunder) and (b) Contracts of Seller not listed on Schedule 3.16 that were entered into in the Ordinary Course of Business; provided, however, that the term Assumed Contract Obligations shall not include any Liability for Seller’s defaults or its actions or omissions which, with notice or lapse of time or both, would constitute defaults thereunder prior to the Closing Date.

Examples of Assumed Contract Obligations in a sentence

Following the Closing, the Buyer shall diligently perform the respective obligations under the Assumed Contract Obligations.
The obligations assumed by the Purchaser under the Assumed Contracts (the "Assumed Contract Obligations") are more fully described in Section 1.5.
The assumption of the Assumed Contract Obligations by Buyer hereunder shall not be deemed to create, confirm or give rise to any rights of any third party, as third-party beneficiary or otherwise, or to waive any defenses available to Seller or Buyer with respect to any such liabilities; it being understood that such assumption is for the purpose of allocated responsibility between Seller and Buyer.
The Estimated Closing Balance Sheet shall be prepared in a manner consistent with the Baseline Financial Statements and the terms of this Master Agreement and shall reflect Harr▇▇'▇ ▇▇▇t estimate of the Transferred Assets, Assumed Contract Obligations and other Assumed Liabilities as of the Closing Date.
Except for the Assumed Contract Obligations, no liabilities, payments or obligations of Seller or the Stockholders (absolute, contingent or otherwise) arising out of the Business, the ownership or operation of any of the Assets, the consummation of the transactions under this Agreement, or otherwise, are or shall be assumed by Purchaser.
The Estimated Closing Balance Sheet shall be prepared in a manner consistent with the Baseline Financial Statements and the terms of this Master Agreement and shall reflect ▇▇▇▇▇▇'▇ best estimate of the Transferred Assets, Assumed Contract Obligations and other Assumed Liabilities as of the Closing Date.
If Buyer elects to have the Lath▇▇ ▇▇▇sed assigned to it, then (a) the Lath▇▇ ▇▇▇se shall constitute one of the Leases, (b) the real estate demised thereby shall constitute Leased Real Estate, (c) Schedule 4.11(m) shall be deemed to include the Lath▇▇ ▇▇▇se, (d) the Lath▇▇ ▇▇▇se and the Lath▇▇ ▇▇▇se Assignment shall constitute Assumed Contract Obligations, and (e) Schedule 4.11(l) shall be deemed to include the Lath▇▇ ▇▇▇se Assignment.
Further, assumption of the Assumed Contract Obligations by Buyer hereunder shall not be deemed a waiver of such breach of any warranty, covenant, agreement, or undertaking of Seller hereunder even though such breaches give rise to Assumed Contract Obliga-tions.
If Buyer elects to have the ▇▇▇▇▇▇ Leased assigned to it, then (a) the ▇▇▇▇▇▇ Lease shall constitute one of the Leases, (b) the real estate demised thereby shall constitute Leased Real Estate, (c) Schedule 4.11(m) shall be deemed to include the ▇▇▇▇▇▇ Lease, (d) the ▇▇▇▇▇▇ Lease and the ▇▇▇▇▇▇ Lease Assignment shall constitute Assumed Contract Obligations, and (e) Schedule 4.11(l) shall be deemed to include the ▇▇▇▇▇▇ Lease Assignment.
Except for the Assumed Contract Obligations, Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other Liabilities of the Company or the Stockholder, or any affiliate of any of them, whether accrued, absolute, contingent or otherwise.

More Definitions of Assumed Contract Obligations

Assumed Contract Obligations means the liabilities and obligations arising after the Closing Date under the Assumed Contracts which Purchaser shall assume pursuant to the Assignment and Assumption Agreement; provided that the Assumed Contract Obligations shall not include (i) any payments required to be made, or costs or other expenses required to be incurred, by Seller on or prior to the Closing Date with respect to any Assumed Contract, or (ii) any liabilities or obligations resulting from a breach by Seller of an Assumed Contract or any of its duties or obligations thereunder on or prior to the Closing.

Assumed Contract Obligations means the liabilities and obligations existing or arising under the Major Assigned Contracts which Purchaser shall assume pursuant to the Assignment and Assumption Agreement.

Assumed Contract Obligations means the Liabilities and obligations of PrimeWire under a Contract set forth on Annex II hereto that arise on or after the Closing Date in the ordinary course of performing the Contract in accordance with its terms, and that are not due to a Default by PrimeWire prior to Closing. Assumed Liabilities is defined in Section 2.5(a).

Assumed Contract Obligations means only those obligations of Sellers under the Assumed Contracts which are assumed by Newco One or Newco Two and arise and accrue from and after the Closing Date, and shall exclude any and all obligations of Sellers which arise or accrue prior to the Closing Date under the Assumed Contracts. 8. "Business Day" means any day on which banks in New York, New York are open for general banking business, other than a Saturday, a Sunday, a legal holiday or any other day on which banks in New York, New York are required or authorized by law to close. 9. "Capitalized Leases" means, collectively, each of the leases listed on Schedule 3 hereto.

Assumed Contract Obligations means, collectively, all obligations under Contracts (other than Contracts included in the definition of Excluded Assets) (a) by which the Business Entities or any of their assets are bound as of the date of the Master Agreement in relation to the conduct of the Business and (b) that arise from the conduct of the Business between the date of the Master Agreement and the Closing Date to the extent such obligations relate to the Transferred Assets or the Assumed Liabilities. To the extent an Assumed Contract Obligation is guaranteed by Harr▇▇ ▇▇ an Affiliate of Harr▇▇, ▇▇e Assumed Contract Obligation shall include such guaranty.

Assumed Contract Obligations means all Covered Liabilities of Seller or any Affiliate of Seller under the Assigned Contracts relating to periods after Closing.