Assumption of Assumed Liabilities definition

Assumption of Assumed Liabilities means that certain Assumption of Assumed Liabilities, dated as of the Closing Date and executed by the parties thereto, substantially in the form attached hereto as Exhibit I.
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Assumption of Assumed Liabilities has the meaning set forth in Section 2(b).
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Examples of Assumption of Assumed Liabilities in a sentence

  • On the Closing Date, Purchaser shall execute, acknowledge and deliver to Seller an Instrument of Assumption of Assumed Liabilities substantially similar in form and substance to Exhibit D attached hereto and made a part hereof, and all such other instruments as shall be reasonably necessary or advisable to consummate the sale and transfer of assets to Purchaser and the assumption of Assumed Liabilities by Purchaser.

  • Assumption of Assumed Liabilities; Retention of Retained Liabilities 14 Section 2.03.

  • Assignment and Assumption of Assumed Liabilities (“Agreement”), dated ________, 2008, is made by Diversified Product Inspections, LLC, a Tennessee limited liability (“Buyer”) in favor of Diversified Product Inspections, Inc., a Florida corporation (“Seller”).

  • On the Closing Date, Purchaser shall assume and agree to discharge the Assumed Liabilities by delivering to Sellers at the Closing an Agreement for Assignment and Assumption of Assumed Liabilities substantially in the form of Schedule 3.02(d).

  • Assumption of Assumed Liabilities; Retention of Retained Liabilities 15 Section 2.03.

  • It is understood that Assignor contemporaneously with the execution and delivery of this General Assignment and Xxxx of Sale and Assumption of Assumed Liabilities and Obligations is further executing and delivering to Assignee certain assignments and other instruments of transfer which cover certain of the Purchased Assets, the purpose of which is to supplement, facilitate and otherwise implement the transfer intended hereby.

  • Section 2.01Purchase and Sale of the Shares and Acquired Assets; Assumption of Assumed Liabilities 25 Section 2.02Purchase Price.

  • Buyer shall have delivered to Sellers an Agreement for Assignment and Assumption of Assumed Liabilities, in the form set forth in Schedule 3.2(d).

  • Contribution, Transfer, Conveyance, Assignment and Delivery of Purchased Assets and Assumption of Assumed Liabilities.

  • Section 2.2 Assumption of Assumed Liabilities; Excluded Liabilities.

Related to Assumption of Assumed Liabilities

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

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

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

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

  • Merger Without Assumption provisions of Section 5(a)(viii) will apply to Party A and will apply to Party B.

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • 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.

  • Schedule of Assumed Executory Contracts and Unexpired Leases means the schedule of certain Executory Contracts and Unexpired Leases to be assumed (or assumed and assigned) by the Debtors pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time by the Debtors.

  • Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

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

  • Covered Liabilities as defined in Subsection 11.23.

  • Assumption The process whereby, on sale or transfer of a legal or beneficial interest in a Mortgaged Property, the new owner of such Mortgaged Property becomes legally obligated under the terms of the related existing Security Instrument, Mortgage Note and any addenda and riders to such Security Instrument or Mortgage Note. Subsequent to the Assumption, the new owner of the property shall be deemed to be the Borrower under the related Mortgage Loan Documents.

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

  • Valuation Assumptions means, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustments and Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by deductions arising from Basis Adjustments, the NOLs or Imputed Interest that are available as of such Early Termination Date will be utilized by the Corporate Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (5) if, at the Early Termination Date, there are Common Units that have not been Exchanged, then each such Common Unit shall be deemed to be Exchanged for the Market Value of the number of shares of Class A Common Stock and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

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

  • Xxxx of Sale and Assignment and Assumption Agreement has the meaning specified in Section 2.8(a)(i).

  • Assumption Date has the meaning set forth in Section 9.23 of the Sale and Servicing Agreement.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

  • Prepayment Assumption As defined in the Prospectus Supplement.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • 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.

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.