Seller Assumed Liabilities shall have the meaning given to it in Section 2.2(b).

Seller Assumed Liabilities means all demands, suits, liabilities or obligations arising out of (a) third Person Claims related to any personal injury (including death) or property damage (other than Environmental Liabilities), to the extent related to the ownership or operation of the Acquired Companies and/or the Pipeline Assets by Seller or its Affiliates and arising from events occurring prior to the Closing Date; (b) third Person Claims related to any disposal offsite of the Pipeline Assets by Seller or its Affiliates prior to the Closing Date of Hazardous Material or NORM arising from the operation or use of the Pipeline Assets; and (c) Claims related to or arising under the matters listed on Schedules 5.7, 5.9 and 5.12.

Seller Assumed Liabilities as defined in Section 2.5(c)(i). Seller Assumed Liabilities which apply to a period beginning before and ending after the Closing Date will be prorated as of the Closing Date and Seller will be responsible for payment of the prorata portion of such liabilities relating to the period before the Closing Date and the Acquired Companies will be responsible for the prorata portion of such liabilities relating to the period after the Closing Date, as provided in the Seller Assumed Liabilities Agreement and the Retained Liabilities Indemnity Agreement.

Examples of Seller Assumed Liabilities in a sentence

In addition to the assets purchased, the Buyer shall assume and agree to pay, perform and discharge certain liabilities agreed to by the Buyer and Seller ("Assumed Liabilities").
Seller shall have executed an assumption agreement, a form of which is attached hereto as Exhibit C, pursuant to which Seller assumes all Seller Assumed Liabilities that are not discharged at Closing (the "Assumption Agreement").
Buyer covenants and agrees that, from and after the Closing, it shall not with malicious or punitive intent or to obtain an economic benefit induce or suggest to creditors of Seller that they assert or make any claims against Seller in respect of any of the Seller Assumed Liabilities.
This Agreement and each party's respective rights hereunder may not be assigned at any time except as expressly set forth herein without the prior written consent of the other parties, except that Front Royal may assign to one or more of its Subsidiaries all or part of its rights hereunder (but not its obligations to Sellers with respect to the Seller Assumed Liabilities) with respect to the purchase of any or all of the Wycon Assets, the Americlaim Assets and the Unamark Assets.
In the event Seller fails to pay any of the Seller Assumed Liabilities when due, then Buyer may, but shall not be obligated to, make such payment on Seller’s behalf.

More Definitions of Seller Assumed Liabilities

Seller Assumed Liabilities means the Wycon Assumed Liabilities, the Unamark Assumed Liabilities and the Americlaim Assumed Liabilities.

Seller Assumed Liabilities means (x) the Current Liabilities of the Company and the Company Subsidiaries as of the Closing Date, and (y) all obligations of the Company and the Company Subsidiaries under the Excluded Contracts or the Excluded Liabilities (without duplication).

Seller Assumed Liabilities is defined in Section 3.8.

Seller Assumed Liabilities has the meaning set forth in SECTION 2.4(C).

Seller Assumed Liabilities means all such assumed liabilities.

Seller Assumed Liabilities shall have the meaning ascribed thereto in paragraph 3.9 of this Agreement. Certain other matters are also specifically identified as "Seller-Assumed Liabilities" elsewhere in this Agreement and the Schedules hereto.

Seller Assumed Liabilities has the meaning set forth in Section 7.2 (Treatment of Excluded Assets).