Buyer Assumed Liabilities definition

Buyer Assumed Liabilities means all Liabilities relating to, arising out of, or in connection with, the Division that are not Seller Retained Liabilities.
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Buyer Assumed Liabilities means the liabilities to be assumed by Buyer on the Closing Date as more particularly described on the schedule of Buyer Assumed Liabilities attached as Exhibit 2.
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Buyer Assumed Liabilities shall have the meaning set forth in Section 3.1.
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Examples of Buyer Assumed Liabilities in a sentence

  • On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Buyer Assumed Liabilities at the Closing.

  • The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Seller Retained Liabilities not included within the definition of Buyer Assumed Liabilities.

  • Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement.

  • The Purchase Price is not less than the reasonably equivalent value of the Acquired Assets less the Buyer Assumed Liabilities.

  • Sellers shall be responsible for the payment of the Retained Payables and any and all other liabilities of Sellers, other than the Buyer Assumed Liabilities, and shall indemnify Buyer from any liability relating thereto as provided in Section 15.

  • The total purchase price ("Purchase Price") for the Assets and the Buyer Assumed Liabilities to be sold or transferred pursuant to this Agreement shall be Twenty Seven Million Five Hundred Thousand Dollars ($27,500,000), subject to adjustment as provided in Section 4.3.

  • On or before the Closing Date, Sellers shall discharge all Existing Secured Loans, other than the Buyer Assumed Liabilities, and discharge of record, or cause to be discharged of record, all liens and encumbrances on the Purchased Assets, Casino Facilities, Sports Bar Facilities and or the Property, other than those securing the Buyer Assumed Liabilities.

  • The representations, warranties and indemnities made by the parties in this Agreement shall survive the Closing to and until December 31, 1996 (at which date they shall terminate); provided, however, that the representations, warranties and indemnities set forth in Sections 2.13 and 11.5 hereof shall survive until termination of the applicable statute of limitations, and indemnities for Seller Retained Liabilities and for Buyer Assumed Liabilities shall survive without termination.

  • Assignee, as of the date hereof, hereby accepts the foregoing assignment from Assignor of the Interest and hereby assumes and agrees to perform and satisfy the Buyer Assumed Liabilities.

  • It is revealed that 84% of the current performance of the industry is driven by the Leadership of the top management in the industry.


More Definitions of Buyer Assumed Liabilities

Buyer Assumed Liabilities has the meaning set forth in Section 7.1 (Contributed Assets).
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Related to Buyer 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).

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

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • 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.

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

  • Purchased Assets has the meaning set forth in Section 2.1.

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

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

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

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

  • 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.

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

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

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

  • Retained Contracts shall have the meaning set forth in Section 1.2(i).

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

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

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • Retained Assets has the meaning set forth in Section 2.2.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Seller’s Closing Documents as defined in Section 3.2(a).