Assumed Contract Obligations definition

Assumed Contract Obligations means, collectively, all Liabilities under the Assigned Contracts to the extent resulting from or arising out of or relating to the Business whether or not assigned and assumed in the Closing and whether or not any required consent or approval of assignment is obtained.
Sample 1
Assumed Contract Obligations means the liabilities and obligations arising after the Closing Date under the Assumed Contracts which Purchasers 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 Sellers on or prior to the Closing Date with respect to any Assumed Contract, or (ii) any liabilities or obligations resulting from a breach by Sellers of an Assumed Contract or any of its duties or obligations thereunder on or prior to the Closing.
Sample 1
Assumed Contract Obligations. : means the continuing obligations of the Business arising subsequent to the Closing Date under the contracts, leases, commitments, purchase orders and other agreements listed on Schedule 3.15 hereto (subject to obtaining any requisite consents thereunder); provided, however, that Purchaser assumes no liability or obligation for Seller's defaults or its actions or omissions which, with notice or lapse of time or both, would constitute defaults thereunder on or prior to the Closing Date.
Sample 1

Examples of Assumed Contract Obligations in a sentence

  • The obligations assumed by the Purchaser under the Assumed Contracts (the "Assumed Contract Obligations") are more fully described in Section 1.5.

  • Thorp again thanked MEG for their help with the repairs and especially the repairs to the steps.

  • Following the Closing, the Buyer shall diligently perform the respective obligations under the Assumed Contract Obligations.

  • Purchaser shall not assume nor become obligated to pay -------------------- any debt, obligation, or liability of any kind incurred or accrued in connection with the operation of the Station, except for the Assumed Contract Obligations and such other charges as are specifically allocated to Purchaser in accordance with Section 2.3 or elsewhere in this Agreement or which Purchaser expressly ----------- agrees in writing to assume.

  • 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.

  • No fact or circumstance related to EMCORE or the Buyer or its ownership would preclude or delay national security classification clearance approval sufficient to perform its obligations under this Agreement and the Assumed Contract Obligations.

  • 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.

  • When the user has supplied the needed information, it will take the user to the passphrase where a key will be generated as shown fig-5.

  • 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 Harrxx'x xxxt estimate of the Transferred Assets, Assumed Contract Obligations and other Assumed Liabilities as of the Closing Date.

  • 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, collectively, all Liabilities arising under the Assigned Contracts.
Sample 1
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).
Sample 1
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.
Sample 1
Assumed Contract Obligations means all Covered Liabilities of Seller or any Affiliate of Seller under the Assigned Contracts relating to periods after Closing.
Sample 1
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 Harrxx xx an Affiliate of Harrxx, xxe Assumed Contract Obligation shall include such guaranty.
Sample 1
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.
Sample 1

Related to Assumed Contract Obligations

  • Banking Product Obligations means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of any treasury, depository and cash management services, netting services and automated clearing house transfers of funds services, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by a Company to Agent or any Lender (or an affiliate of a Lender) pursuant to or evidenced by the Bank Product Agreements.

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

  • Bank Products Obligations of any Person means the obligations of such Person pursuant to any Bank Products Agreement.

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.

  • Banking Services Obligations means any and all obligations of the Borrower or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

  • Swap Obligations means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

  • Hedge Liabilities means collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

  • Existing Obligations means the “Obligations” under and as defined in the Existing Credit Agreement.

  • Permitted Swap Obligations means all obligations (contingent or otherwise) of any Borrower or any Restricted Subsidiary existing or arising under Swap Contracts, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments or assets held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person in conjunction with a securities repurchase program not otherwise prohibited hereunder, and not for purposes of speculation or taking a “market view”.

  • Financial Instrument Obligations means obligations arising under:

  • Secured Bank Product Obligations Debt, obligations and other liabilities with respect to Bank Products owing by an Obligor to a Secured Bank Product Provider; provided, that Secured Bank Product Obligations of an Obligor shall not include its Excluded Swap Obligations.

  • Overdraft Obligations means, with respect to any Portfolio, the amount of any outstanding Overdraft(s) provided by the Custodian to such Portfolio together with all accrued interest thereon.

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Continuing Obligations mean obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

  • Program Obligations means (1) all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and (2) all current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Agreement rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on HUD's official website: (xxxx://xxx.xxx.xxx/offices/adm/hudclips/index.cfm or a successor location to that site)).

  • Excluded Swap Obligations with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee Obligation of such Guarantor with respect to, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such Guarantee Obligation of such Guarantor, or the grant by such Guarantor of such Lien, becomes effective with respect to such Swap Obligation. If such a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee Obligation or Lien is or becomes excluded in accordance with the first sentence of this definition.

  • Secured Swap Obligations means all amounts and other obligations owing to any Secured Swap Party under any Secured Swap Agreement (other than Excluded Swap Obligations).

  • 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.

  • Hedging Obligations means, with respect to any specified Person, the obligations of such Person under:

  • Accounts Receivable Subsidiary means one Unrestricted Subsidiary of the Company specifically designated as an Accounts Receivable Subsidiary for the purpose of financing the Company’s accounts receivable and provided that any such designation shall not be deemed to prohibit the Company from financing accounts receivable through any other entity, including, without limitation, any other Unrestricted Subsidiary.

  • Guaranty Obligations means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any Property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

  • Subordinated Liabilities means liabilities subordinated to the Borrower's obligations to the Bank in a manner acceptable to the Bank in its sole discretion.