Liabilities Not Assumed definition

Liabilities Not Assumed shall have the meaning set forth in Section 2.3(b).
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Examples of Liabilities Not Assumed in a sentence

  • OF LIABILITIES 1 Section 1.1 Transferred Assets 1 Section 1.2 Excluded Assets 3 Section 1.3 Assumption of Liabilities 3 Section 1.4 Liabilities Not Assumed by Purchaser 5 ARTICLE II.

  • Set forth in Part 3.5 of the Seller Disclosure Schedule is a copy of the unaudited statement of assets and liabilities of the Business being acquired hereunder (which shall exclude Excluded Assets and Liabilities Not Assumed) as of September 30, 1998 (the "Latest Balance Sheet").

  • ASSUMPTION OF LIABILITIES 3.1 Liabilities Assumed 3.2 Liabilities Not Assumed ARTICLE IV.

  • Under paragraph 1.4 Liabilities Not Assumed by Buyer- it states that the Buyer does not assume any liabilities or obligations for injuries occurring or death to persons prior to closing… arising from products manufactured prior to closing.

  • The Buyer shall not assume certain liabilities of Seller with regard to the Store, as set forth on the Schedule of Liabilities Not Assumed attached hereto as Exhibit F and made a part hereof by reference (collectively, the "Liabilities").

  • AVR Assets and Liabilities Not Assumed by Akorn Cash and cash equivalents: In connection with the AVR Acquisition, the parties agreed that AVR’s cash balance per books on the acquisition date would be distributed to AVR’s former owners and not be acquired by Akorn.

  • Except as set forth in Section 2.1 hereof, Buyer shall have no responsibility for and shall not assume or be liable for any liabilities or obligations of Seller whatsoever, whether fixed, contingent or otherwise, and whether known or unknown (collectively, "Liabilities Not Assumed").

  • Liabilities Not Assumed by the Buyer.....................................8 Section 2.07.

  • PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES 15 2.1 Sale and Transfer of Assets 15 2.2 Excluded Assets 17 2.3 Assumed Liabilities 19 2.4 Liabilities Not Assumed 19 2.5 Further Assurances 21 2.6 Buyer Entities 21 2.7 Cure Costs; Adequate Assurance; No Rejection 21 2.8 Canadian Acknowledgement 21 2.9 Seller Entities; UK and EMEA Assets 21 2.10 Acknowledgement of Termination of Exploitation Rights 22 2.11 Cessation of Status as a Seller Entity 22 ARTICLE III.

Related to Liabilities Not Assumed

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • Liabilities and Costs means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Assumed means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing the agreement to assume the Award.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

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

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Financial responsibility means the ability to respond in damages for liability thereafter incurred

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

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

  • 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.

  • Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation, or other responsibility arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:

  • Responsibilities means the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement.

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

  • Covered Liabilities as defined in Subsection 11.21.

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

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

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Customer Responsibilities means the responsibilities of the Customer set out in Call Off Schedule 4 (Implementation Plan) and any other responsibilities of the Customer in the Call Off Order Form or agreed in writing between the Parties from time to time in connection with this Call Off Contract;

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