Closing Assumed Liabilities definition

Closing Assumed Liabilities has the meaning set forth in Section 16.3(a). “Closing Date” has the meaning set forth in Section 17.1.
Sample 1Sample 2Sample 3
Closing Assumed Liabilities has the meaning set forth in Section 2.2.
Sample 1Sample 2
Closing Assumed Liabilities means all current Assumed Liabilities as at the Reference Time and calculated in accordance with the Accounting Principles that have been actually assumed by the Asset Buying Entities at Closing.
Sample 1Sample 2

Examples of Closing Assumed Liabilities in a sentence

  • Capital One acknowledges and agrees that, without prejudice to Section 5.4(a), Synovus is transferring the Subsequent Closing Acquired Assets and Subsequent Closing Assumed Liabilities to Capital One without recourse to Synovus and without any representations or warranties, express or implied, of Synovus with respect thereto other than the representations and warranties of Synovus expressly set forth in this Agreement or any Purchase Agreement to which Synovus is a party.

  • Transferee hereby assumes all of the Second Closing Assumed Liabilities.

  • On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the applicable Closing and from and after the applicable Closing, to assume and agree to pay, discharge and perform in accordance with their terms, the Initial Closing Assumed Liabilities and the Final Closing Assumed Liabilities, as the case may be.

  • Synovus is transferring the Subsequent Closing Acquired Assets and Subsequent Closing Assumed Liabilities to Capital One without recourse to Synovus and without any representations or warranties, express or implied, of Synovus with respect thereto other than the representations and warranties of Synovus expressly set forth in the Framework Agreement.

  • On the terms and subject to the conditions of the Framework Agreement, including the applicable party having received at the Subsequent Closing each of the deliverables set forth (or referenced) in Section 4 of this Agreement, at the Subsequent Closing, Capital One accepts the foregoing assignment and assumes and agrees to pay, perform, fulfill and discharge when due, the Subsequent Closing Assumed Liabilities,.

  • The Seller Note will be reduced after the Closing by the Accounts Receivable Deficiency, if any, as set forth and defined in Section 6.7(b)(i), and the Post Closing Assumed Liabilities Overage, if any, as set forth and defined in Section 6.7(c), in accordance with the provisions of those sections.

  • On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the applicable Closing and from and after the applicable Closing, to assume and agree to pay, discharge and perform in accordance with their terms, the Initial Closing Assumed Liabilities, the Interim Closing Assumed Liabilities and the Final Closing Assumed Liabilities, as the case may be.

  • Buyer shall not assume nor become obligated to pay in connection with the Non-License Closing any debt, obligation, or liability of any kind incurred or accrued in connection with the business or operation of the Stations, except for the Non-License Closing Assumed Liabilities.

  • At the First Closing, Buyer will assume the "First Closing Assumed Liabilities," which will consist of all the Assumed Liabilities other than the liabilities and obligations of KRC as a general partner of TKR Partners and under the partnership agreement of TKR Partners.

  • On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the applicable Closing and from and after the applicable Closing, to assume and agree to pay, discharge and perform in accordance with their terms, the Initial Closing Assumed Liabilities, the Interim Closing Assumed Liabilities and the Final Closing 6 Assumed Liabilities, as the case may be.


More Definitions of Closing Assumed Liabilities

Closing Assumed Liabilities means an amount, as determined in accordance with GAAP and without duplication, equal to the sum of (i) all liabilities of the Company, including, but not limited to, all accounts payable, accrued or deferred expenses, payroll liabilities, Tax liabilities, deferred revenue, dividends payable or other similar obligations or current liabilities (excluding (A) Company Transaction Costs, (B) Closing Date Indebtedness, (C) Company Trade Liabilities and (D) liabilities and obligations pursuant to capital leases not classified as current liabilities in accordance with GAAP) as of the Closing Date, (ii) Closing Date Indebtedness, (iii) Company Trade Liabilities, and (iv) Parent Closing Cash Payments, in each case, to the extent not paid at or prior to Closing, including pursuant to Section 3.5(d), and as adjusted for any settlements thereof; provided that, notwithstanding anything to the contrary, all (1) accrued commissions, bonuses, vacation, sick time, paid time off and similar employee entitlements and (2) unpaid Pre-Closing Taxes (other than Transaction Payroll Taxes included in Company Transaction Costs) shall be treated as liabilities taken into account in the calculation of Closing Assumed Liabilities.
Sample 1
Closing Assumed Liabilities has the meaning set forth in Section 2.2(b). “COBRA Continuation Coverage” shall mean the health care benefit continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act and similar provisions of state law. “Code” means the Internal Revenue Code of 1986, as amended. “Commitments” has the meaning set forth in Section 2.7(a). “Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code. “Controlling Party” has the meaning set forth in Section 11.1(f). “Covered Period” has the meaning set forth in Section 4.4. “CRA” has the meaning set forth in Section 6.4(f). “Customer Claims Period” has the meaning set forth in Section 4.14(a). “Deductible” has the meaning set forth in Section 11.1(e). “Deposit(s)” means deposit liabilities with respect to deposit accounts that constitute “deposits” for purposes of the Federal Deposit Insurance Act, 12 U.S.C. § 1813, including Accrued Interest, that are allocated to the Branches in accordance with the trial balance schedule set forth in Exhibit 1.1(b), but excluding any Excluded Deposits. Exhibit 1.1(b) shall be updated by Seller as of 5:00 p.m., Central time, on (x) the date that is five (5) Business Days prior to the Closing Date (and delivered to Purchaser on or before the date that is three (3) Business Days prior to the Closing Date), (y) the date that is three (3) Business Days prior to the Closing Date (and delivered to Purchaser on or before 5:00 p.m., Central time, on the Business Day prior to the Closing Date), and (z) the Closing Date (and delivered to Purchaser on or before 5:00 p.m., Central time, on the first Business Day after the Closing), in each case to reflect deposit liabilities associated with new deposit accounts opened after the date of this Agreement through customer patronage of a Branch and any changes in deposit balances associated with deposit accounts reflected in Exhibit 1.1(b) as of the date of this Agreement. “Draft Allocation Statement” has the meaning set forth in Section 3.9(a).
Sample 1

Related to Closing Assumed Liabilities

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

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

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

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

  • Purchased 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.

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

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

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

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

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

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • Closing Amount has the meaning set forth in Section 2.3.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

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

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

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • 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.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.