Company Assumed Liabilities definition

Company Assumed Liabilities. Section 2.2.2
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Company Assumed Liabilities has the meaning given such term in Section 2.9(a).
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Company Assumed Liabilities means those liabilities assumed by Company Buyer under the terms of the Master Disposition Agreement.
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Examples of Company Assumed Liabilities in a sentence

  • The sum of the GM Purchase Price and the Company Purchase Price and any other relevant items, including the GM Assumed Liabilities and the Company Assumed Liabilities, shall be allocated among the GM Acquired Assets, the GM Sales Securities, Company Acquired Assets and the Company Sales Securities as jointly determined by Delphi, GM and the Company Buyer within a reasonable period of time, but not longer than 90 days after the Closing Date.

  • In the event that a GM Sale Company holds Company Acquired Assets (or Company Assumed Liabilities), the GM Buyers and the Company Buyer will work together in good faith to transfer such Company Acquired Assets (or Company Assumed Liabilities) from the applicable GM Sale Company to one of the Company Buyer.

  • The Company Group and its Transferred Subsidiaries do not owe any Indebtedness other than the ICON Capital Financing and the Company Assumed Liabilities.

  • For all U.S. federal income Tax purposes (and state, local, and foreign Tax purposes where applicable), each of Seller and Buyer intend for the purchase of the TH Interest to be treated as a sale of all the Assets (and the Subsidiary Stock), subject to all the Company Assumed Liabilities.

  • The Company agrees that, after the Closing, it may not seek recovery against the Purchaser Indemnified Parties or the Seller Indemnified Parties pursuant to any theory of subrogation, contribution or otherwise of any Losses payable in connection with the Company Assumed Liabilities.

  • For the avoidance of doubt, the Company Environmental Liabilities are included in the Company Assumed Liabilities and are excluded from the Retained Liabilities except to the extent indemnified by Seller pursuant to the Environmental Agreement.

  • The sum of the GM Purchase Price and the Company Purchase Price and any other relevant items, including the GM Assumed Liabilities and the Company Assumed Liabilities, shall be allocated among the GM Acquired Assets, GM Sale Securities, Company Acquired Assets and Company Sale Securities as jointly determined by Delphi, GM and Company Buyer within a reasonable period of time, but not longer than 90 days after the Closing Date.

  • Neither Sellers nor any of their Subsidiaries (in each case, solely to the extent related to the Business, the Seller Contributed Assets or the Company Assumed Liabilities) or the Company or any of the assets or properties used in the Business (including the Seller Contributed Assets) is subject to any outstanding Order.

  • Except as set forth on the attached Schedule 3.11, there are no Proceedings pending or, to Sellers’ knowledge, threatened against Sellers or their Subsidiaries (in each case, solely to the extent related to the Business, the Seller Contributed Assets or the Company Assumed Liabilities) or the Company or any of the assets or properties used in the Business (including the Seller Contributed Assets) or the Company Assumed Liabilities, at Law or in equity, or before or by any Governmental Body.

  • For the avoidance of doubt, the Company Assumed Liabilities shall not include any Liabilities (including any accounts payable) required to be eliminated pursuant to Section 5.6.


More Definitions of Company Assumed Liabilities

Company Assumed Liabilities is defined in Section 1.3(a).
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Company Assumed Liabilities has the meaning set forth in Section 5.7(b). “Company Group” means the Company and its Subsidiaries (effective upon such Subsidiaries becoming Subsidiaries of the Company). “Comparable Offer of Employment” has the meaning set forth in Section 5.7(d)(i)(2). “Confidentiality Agreement” means that certain Non-Disclosure Agreement, dated as of August 7, 2009 by and between the Seller and the Purchaser. “Consent” means any consent, approval, authorization, waiver, Permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person. “Contemplated Transactions” means the transactions contemplated by the Transaction Documents. “Contract” means, with respect to any specified Person, all loan agreements, indentures, letters of credit (including related letter of credit applications and reimbursement obligations), mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees, surety obligations, warranties, licenses, franchises, Permits, powers of attorney, purchase or sale orders, leases, and other agreements, contracts, instruments, obligations, commitments, arrangements and understandings, written or oral, to which the specified Person is a party or by which it or any of its properties or assets may be bound or affected. “Control”, “Controlled”, “Controlling” or “under common Control with” with respect to any Person means the possession, directly or indirectly, of the ability or power to direct the management and affairs of such Person, whether through the ownership of voting securities or by Contract, and such ability shall be deemed to exist when any Person holds a majority of the outstanding voting securities of such Person. “Convertible Promissory Notes” means the Convertible Promissory Note and the Convertible Promissory Note (Foreign Borrower) issued by the Seller and ION International S.à x.x., respectively, to the New Lender on October 23, 2009 under the Credit Agreement. “Copyrights” means published and unpublished works of authorship (including without limitation databases and other compilations of information, mask works and semiconductor chip rights, design rights, Software (both source code and object code), flow charts, diagrams, descriptive texts and programs), the copyrights therein and thereto, all registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof. “Credit Agreemen...
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Company Assumed Liabilities has the meaning set forth in the Contribution Agreement.
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Company Assumed Liabilities has the meaning set forth in Section 5.7(b).
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Company Assumed Liabilities. As defined in Section 2.6(a).
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Related to Company 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.

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

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

  • 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.

  • Covered Liabilities as defined in Subsection 11.23.

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

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

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

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

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

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

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

  • Ancillary Assets means sovereign debt in the currency of denomination of the ETP Securities with an original maturity of less than one month which is rated at least A-1 by Standard & Poor's Ratings Services, and/or P-1 by Moody's Investors Service Ltd. and/or F1 by Fitch Ratings Limited.

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

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

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

  • Company Assets means all assets and property, whether tangible or intangible and whether real, personal or mixed, at any time owned by the Company.