Assumed Contractual Obligations definition

Assumed Contractual Obligations means the obligations of the Seller under the Assigned Contracts but only to the extent such obligations arise during and related to the period of time from and after the Closing Date and relate to performance under the Assigned Contracts from and after the Closing. For purposes of clarification, Assumed Contractual Obligations shall not include any Liabilities (including for any breaches by the Seller) arising during, or relating to, periods on or prior to the Closing Date.
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Assumed Contractual Obligations means the contractual obligations under the agreements listed on Schedule 1.1(a).
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Assumed Contractual Obligations mean the obligations of the Company as the successor and assign of CTI expressly set forth in the Assigned Contracts which arise from and after the Closing Date, including without limitation the milestone payments payable to BIIB, Corixa Corporation and Bayer Schering Pharma AG, pursuant to the applicable Assigned Contract; provided, however, that Assumed Contractual Obligations shall not include any obligations that arise due to a breach or default under the Assigned Contracts prior to Closing. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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Examples of Assumed Contractual Obligations in a sentence

  • Purchaser agrees that the payment or other discharge of the Assumed Contractual Obligations by Purchaser shall be without liability, cost or expense to the Selling Parties.

  • The assumption by Purchaser, in the manner and to the extent provided in Section 3.1 below, of the obligations of Seller that are identified in Schedule 3.1 hereto (the "Assumed Contractual Obligations").

  • Buyer will assume all of Sellers’ obligations under the Assumed Contractual Obligations as of the Closing Date, to the extent that such obligations relate to performance on or after the Closing Date, and, except as otherwise set forth herein, thereafter Buyer will comply with and perform under all such Assumed Contractual Obligations.

  • Purchaser hereby agrees to assume and pay or otherwise discharge only the executory obligations arising from or after the Closing Date under the Assigned Contracts (the "Assumed Contractual Obligations"); provided, however, that Purchaser shall not be obligated to assume, and Purchaser shall not have any liability for or in connection with, any Assumed Contractual Obligation that is in default as of the Closing Date.


More Definitions of Assumed Contractual Obligations

Assumed Contractual Obligations has the meaning set forth in the Asset Purchase Agreement.
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Assumed Contractual Obligations means all obligations of Sellers to be performed after the Effective Time under any Acquired Contract, in each case only to the extent that such obligations do not result from (i) a breach or inaccuracy of any covenant, representation or warranty of Sellers under this Agreement, (ii) a breach or default by Sellers under such Acquired Contract or any penalty or acceleration in connection therewith, (iii) the failure of Sellers to pay any amounts due and owing prior to the Effective Time in connection with such Acquired Contract or (iv) an Employee Benefit Plan. “Current Accounts Payable” means the accounts payable of the Sellers that are current under the applicable vendor’s terms.
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Assumed Contractual Obligations means the post-Closing contractual obligations under the Assigned Contracts. “Assumed Liabilities” shall have the meaning given such term in Section 2.3(a).
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Assumed Contractual Obligations means the post-Closing contractual obligations under the Assigned Contracts.
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Assumed Contractual Obligations means the contractual obligations under the agreements listed on Schedule 1.1(a), to the extent that such obligations relate to performance on or after the Closing Date.
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Related to Assumed Contractual Obligations

  • Extra Contractual Obligations shall be defined as those liabilities not covered under any other provision of this Contract and that arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.

  • Contractual Obligations means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound.

  • Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

  • BREACH OF CONTRACTUAL OBLIGATION means amongst others also the following:

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

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

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

  • Contractual Requirement shall have the meaning provided in Section 8.3.

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Material Agreements shall have the meaning assigned to such term in Section 4.16 hereof.

  • Company Permitted Liens means (i) mechanics’, materialmen’s, carriers’, workmen’s, repairmen’s, vendors’, operators’ or other like Liens, if any, arising in the ordinary course of business of the Company; (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (iii) title defects or Liens (other than those constituting Liens for the payment of Indebtedness), if any, that do not or would not, individually or in the aggregate, impair in any material respect the use or occupancy of the assets of the Company and its Subsidiaries, taken as a whole; (iv) Liens for Taxes that are not yet due or payable or that may thereafter be paid without penalty being contested in good faith and for which adequate accruals or reserves have been established in accordance with GAAP; (v) Liens supporting surety bonds, performance bonds and similar obligations issued in the ordinary course of business of the Company and its Subsidiaries; (vi) Liens not created by the Company or its Subsidiaries that affect the underlying fee interest of a Company Leased Real Property; (vii) Liens that are disclosed on the most recent consolidated balance sheet of the Company included in the Company Filed SEC Documents or notes thereto or securing liabilities reflected on such balance sheet; (viii) Liens arising under or pursuant to the organizational documents of the Company or any of its Subsidiaries; (ix) grants to others of Rights-of-Way, surface leases or crossing rights and amendments, modifications, and releases of Rights-of-Way, surface leases or crossing rights in the ordinary course of business; (x) with respect to Rights-of-Way, restrictions on the exercise of any of the rights under a granting instrument that are set forth therein or in another executed agreement, that is of public record or to which the Company or any of its Subsidiaries otherwise has access, between the parties thereto; (xi) Liens which an accurate up-to-date survey would show; (xii) Liens resulting from any facts or circumstances relating to Parent or any of its Affiliates; and (xiii) Liens that do not and would not reasonably be expected to materially impair the continued use of a Company Owned Real Property or a Company Leased Real Property as presently operated.

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

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

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

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • Specified Contracts has the meaning set forth in Section 4.13(a).

  • Project Documents means all documents relating to the Construction Loan, Mortgage Loan and Construction Contract. It shall also include all documents required by any governmental agency having jurisdiction over the Apartment Housing in connection with the development, construction and financing of the Apartment Housing, including but not limited to, the approved Plans and Specifications for the development and construction of the Apartment Housing.

  • Shared Contracts has the meaning specified in Section 4.12(b).

  • Customary Permitted Liens means, with respect to any Person, any of the following Liens:

  • Permitted Real Property Encumbrances means (i) those liens, encumbrances and other matters affecting title to any Mortgaged Property listed in the applicable title policy in respect thereof (or any update thereto) and found, on the date of delivery of such title policy to the Administrative Agent in accordance with the terms hereof, reasonably acceptable by the Administrative Agent, (ii) as to any particular real property at any time, such easements, encroachments, covenants, restrictions, rights of way, minor defects, irregularities or encumbrances on title which do not, in the reasonable opinion of the Administrative Agent, materially impair such real property for the purpose for which it is held by the mortgagor or owner, as the case may be, thereof, or the Lien held by the Administrative Agent, (iii) municipal and zoning laws, regulations, codes and ordinances, which are not violated in any material respect by the existing improvements and the present use made by the mortgagor or owner, as the case may be, of such real property, (iv) general real estate taxes and assessments not yet delinquent, and (v) such other items as the Administrative Agent may consent to.

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Required Governmental Approvals means the Company Required Governmental Approvals and the Parent Required Governmental Approvals.