EMEA Assumed Liabilities definition

EMEA Assumed Liabilities has the meaning attributed to that term in the EMEA Asset Sale Agreement.
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EMEA Assumed Liabilities has the meaning given to that term in Clause 2.4 (EMEA Assumed Liabilities);
Sample 1

Examples of EMEA Assumed Liabilities in a sentence

  • In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Assets, the EMEA Assets, the Assumed Liabilities, the EMEA Assumed Liabilities and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents.

  • In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Assets, the EMEA Assets, the Assumed Liabilities, the EMEA Assumed Liabilities, the Companies and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents.

  • As of the date hereof, except for the Bankruptcy Proceedings, there is no Action pending or, to the Knowledge of the Sellers, threatened in writing before any Government Entity against any Seller involving the Business, the Assets or Assumed Liabilities (excluding the EMEA Assets and the EMEA Assumed Liabilities), that would be material to the Business taken as a whole.

  • Legal title, equitable title and risk of loss with respect to the EMEA Assets will transfer to the Purchaser or the relevant EMEA Designated Purchaser, and the EMEA Assumed Liabilities will be assumed by the Purchaser or the relevant EMEA Designated Purchasers simultaneously in all jurisdictions at such time as the Closing actually occurs.

  • For the avoidance of doubt, for Canadian Tax purposes only and without prejudice to the rest of this Agreement, the Purchase Price shall only include those portions of the Assumed Liabilities and EMEA Assumed Liabilities which reflect amounts payable to third parties on the Closing Date.

  • In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Assets, the EMEA Assets, the Assumed Liabilities and the EMEA Assumed Liabilities and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents.

  • In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Assets, the EMEA Assets, the NNSA Assets, the Assumed Liabilities, the EMEA Assumed Liabilities, the NNSA Assumed Liabilities and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents.

Related to EMEA 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).

  • 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.

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

  • Assumed Obligations has the meaning specified in Section 2.2.

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

  • 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 Environmental Liabilities has the meaning specified in Section 7.4.

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

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

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

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

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

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

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

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

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

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

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

  • Covered Liabilities as defined in Subsection 11.23.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

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

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