Future Liabilities definition
Examples of Future Liabilities in a sentence
Spinco shall not assume or have any Liability for (i) the Spinco Excluded Liabilities and (ii) the Spinco Future Liabilities except as provided in Section 2.4. For federal income tax purposes, the assumption of the Spinco Liabilities held directly by ▇▇▇▇▇▇▇ Inc.
Spinco hereby agrees to reimburse Plains promptly upon request, for any out-of-pocket cost, including any of the foregoing costs (including any applicable taxes, fees and penalties assessed in connection with any of the foregoing), incurred by Plains in connection with the transfer of Spinco Assets and Spinco Future Assets from Plains to Spinco or the assumption by Spinco of any Spinco Liabilities or Spinco Future Liabilities.
In addition to those transfers and assumptions that the Parties are unable to effect prior to the Distribution Date, there may exist (i) assets (including Spinco Assets and Spinco Future Assets) that the Parties discover were, contrary to the agreements between them, by mistake or omission retained by Plains or (ii) Liabilities (including Spinco Liabilities and Spinco Future Liabilities) that the Parties discover were, contrary to the agreements between them, by mistake or omission not assumed by Spinco.
Spinco will assume and agree to pay and fully perform when due the Spinco Future Liabilities.
All receipts relating to the Assets and the Contracts and all Losses and outgoings incurred or payable as from and including the Transfer Date (“Future Liabilities”) shall belong to, and be paid and discharged by the Company and the Company undertakes to indemnify and keep the Council and the Governing Body indemnified against any Future Liabilities.
Seller and Selling Shareholder represent and warrant that as of the Closing Date, the Sellers will have satisfied, in cash, all of the liabilities for all products and services received by the Companies prior to the Closing Date, and that the Companies will not have any liabilities whatsoever, other than with respect to the Future Liabilities.
In addition to the apportionments in relation to Employees set out in paragraph 2, Schedule 6 Part 1 (Employees) or paragraph 2, Schedule 6 Part 2 (Pensions): The Mutual agrees to reimburse the Council in respect of all receipts paid by the Council before the Transfer Date which relate to any Future Liabilities and the Council agrees to reimburse the Mutual in respect of all receipts paid by the Mutual after the Transfer Date which relate to any Historic Liabilities.
Effective as of Closing, the Purchaser shall, incidental to the acquisition of the Purchased Assets, assume, be liable for, pay when due, perform and discharge, as appliable, the Future Liabilities.
The Buyer hereby assumes, and agrees to pay, perform and discharge and indemnify the Seller and hold the Seller harmless from and against, all of the Future Liabilities of the Business, including the costs to prosecute the provisional patents that are included with the Acquired Assets and maintain the patents that are included with the Acquired Assets, in each case as determined by the Buyer in its sole discretion.
The Concessionaire undertakes to indemnify and keep the Council indemnified against any Future Liabilities.