Local Assumed Liabilities definition

Local Assumed Liabilities means the Assumed Liabilities of Seller, in particular without limitation, the Liabilities referred to in Schedule 2 attached hereto, other than those Liabilities that are conveyed pursuant to other instruments of transfer executed pursuant to the Master Agreements.
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Local Assumed Liabilities means the Local Assumed Liabilities relating to any Deferred Local Business;
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Local Assumed Liabilities means the Liabilities set forth or described on Schedule A-4 of the Disclosure Schedule.
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Examples of Local Assumed Liabilities in a sentence

  • For the avoidance of doubt, Purchaser may designate one or more of its subsidiaries to acquire the Local Transferred Assets or assume the Local Assumed Liabilities in each jurisdiction.

  • The Purchaser shall indemnify and hold harmless the Seller Group in respect of the Local Assumed Liabilities.

  • The parties acknowledge and agree that the Excluded Liabilities shall be excluded from the assumption of the Local Assumed Liabilities hereunder.

  • Buyer hereby assumes from Seller the Local Assumed Liabilities with effect as of the Effective Date and agrees to perform, satisfy and discharge the Local Assumed Liabilities in accordance with their respective terms.

  • The Purchaser hereby irrevocably grants to the Seller a final, binding and irrevocable offer to purchase the French Business (including, for the avoidance of doubt, the purchase of the Local Transferred Assets, the assumption of the Local Assumed Liabilities and the employment of the Local Transferred Employees, in each case as relating to the French Business) from a member of the Seller Group (the “French Put Option”) on the terms and subject to the conditions set forth herein.

  • In consideration for the sale of the Local Assets, Buyer shall (a) pay to Seller the purchase price set forth in Schedule 5 attached hereto (the “Local Purchase Price”), and (b) assume the Local Assumed Liabilities as set forth in Article 2.2 hereof.

  • For the avoidance of doubt, Assumed Liabilities shall (a) include (i) all obligations (other than Taxes) of the type included in the calculation of Funded Debt and Working Capital of the Company Group and (ii) the Local Assumed Liabilities and (b) exclude all Retained Liabilities.

  • In consideration for the sale of the Local Assets, Buyer shall (a) pay to Seller the purchase price set forth in Schedule 5 attached hereto (the "Local Purchase Price"), and (b) assume the Local Assumed Liabilities as set forth in Article 2.2 hereof.


More Definitions of Local Assumed Liabilities

Local Assumed Liabilities means the Liabilities set forth or described on Schedule A-4 of the Disclosure Schedule. “Local Transferred Assets” means the property of Seller and its Affiliates set forth or described on Schedule A-5 of the Disclosure Schedule. “Losses” means losses, claims, damages, judgments, settlements, fines, penalties, interest, costs or expenses (including reasonable and documented out-of-pocket legal fees and expenses).
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Related to Local Assumed Liabilities

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • 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.

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

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

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

  • 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.

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

  • Schedule of Assumed Executory Contracts and Unexpired Leases means the schedule of certain Executory Contracts and Unexpired Leases to be assumed (or assumed and assigned) by the Debtors pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time by the Debtors.

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

  • 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.

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

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

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

  • 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.

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

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

  • 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).

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

  • 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).

  • related liabilities means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets;

  • 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;