French Assumed Liabilities definition

French Assumed Liabilities means the Assumed Liabilities to the extent relating to the Program Business conducted in France, the French Transferred Assets or the French Employees.
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French Assumed Liabilities has the meaning set forth in Section 2.1.5.
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French Assumed Liabilities means all of the Assumed Liabilities relating to French Transferred Assets or that are otherwise assumed and to be paid, discharged, performed or otherwise satisfied when due by the Buyer pursuant to this Agreement and the French Assets Purchase Agreement.
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Examples of French Assumed Liabilities in a sentence

  • Notwithstanding the above and irrespective of any provision contained in the Contribution Agreement, the relevant Designated Purchaser and Alcatel CIT shall be liable for all Transfer Taxes specifically related to the French Acquisition Structure, it being provided that the Seller does not give any representation as to the characterization of the French Assets and French Assumed Liabilities as a complete and autonomous business.

  • Notwithstanding anything to the contrary in this Agreement, unless and until Seller (or its relevant Subsidiary) has exercised the French Put Option, the French Acquired Assets, the French Business and the French Assumed Liabilities will not be considered to constitute Acquired Assets, the Business or Assumed Liabilities and, if no such French Put Option is exercised prior to the Closing, the Preliminary Purchase Price shall be reduced by the French Consideration (as such term is defined below).


More Definitions of French Assumed Liabilities

French Assumed Liabilities means the Assumed Liabilities of Dublin and its Subsidiaries organized in France.
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French Assumed Liabilities means (i) those of the Assumed Liabilities that relate exclusively to that part of the Business conducted in France, (ii) all of the Assumed Liabilities which are Liabilities of Novartis Vaccines and Diagnostics S.A.S. and (iii) all of the Assumed Liabilities comprising Liabilities under the French Contract.
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French Assumed Liabilities means all Liabilities in connection with the following which the Purchaser has expressly agreed to assume:
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French Assumed Liabilities means all of the Assumed Liabilities exclusively related to the French Business.
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Related to French 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.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(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 11.21.

  • 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.

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

  • 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;

  • Transferred 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.

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

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

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

  • 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.

  • Liabilities Assumed has the meaning provided in Section 2.1.

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

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

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

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

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

  • 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.