Assumed Liability definition

Assumed Liability means any one of them;

Assumed Liability or “Assumed Liabilities” has the meaning ascribed to it in Section 2.2.

Assumed Liability shall have the meaning set forth in Section 2.4.

Examples of Assumed Liability in a sentence

• Schedule P – Part 3O – Reinsurance - Nonproportional Assumed Liability .

• In addition, if any such third party consent is not obtained before the Closing, Buyer shall perform the obligations of the applicable Seller Entity or Acquired Company under such Assumed Contract to the extent that such obligation would have been an Assumed Liability but for the fact that such consent has not been so obtained.

• Notwithstanding the foregoing, such asset shall still be considered a Contributed Asset for purposes of determining whether any Liability is an Assumed Liability.

• Services hereunder will be performed by personnel who have the knowledge, skills, training and experience necessary to perform the same and Transmission Owner will use reasonable efforts to perform the same within the estimates set forth in Schedule 2 (which estimates the Parties acknowledge have been incorporated into the Closing Assumed Liability Amount (as defined in the Acquisition Agreements)).

• Subject to approval of the Bankruptcy Court (which approval Seller shall use commercially reasonable efforts to obtain), Buyer (or its designee) shall be entitled to assume and maintain control, on behalf of Seller and any of its Affiliates, of the litigation and settlement of any dispute over any Assumed Cure Costs with respect to any Franchise or, in respect of any OCB Contract, any Rejection Claim that is an Assumed Liability.

More Definitions of Assumed Liability

Assumed Liability has the meaning set forth in Section 1.3.

Assumed Liability has the meaning set forth in the Separation Agreement.

Assumed Liability is defined in Section 1.1(c).

Assumed Liability those executory obligations arising after the Closing under the Transferred Contracts which do not relate to (i) any breach of, or failure to comply with, prior to the Closing, any representation, warranty, covenant or obligation in any such Transferred Contract, (ii) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure, or (iii) any indemnification claim relating to any of the matters set forth in clauses (i) or (ii) of this Section 2.2. For the avoidance of doubt, neither Acquiror not any of its Affiliates shall assume Payables, which shall remain Retained Liabilities under Section 2.4.

Assumed Liability means each liability or obligation of the Company that is:

Assumed Liability has the meaning ascribed to it in the Asset Transfer Agreement.

Assumed Liability those executory obligations arising after the Closing under the Transferred Contracts which do not relate to (i) any breach of, or failure to comply with, prior to the Closing, any representation, warranty, covenant or obligation in any such Transferred Contract, (ii) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure, or (iii) any indemnification claim relating to any of the matters set forth in clauses (i) or (ii) of this Section 2.2.