Seller Assumed Obligations definition

Seller Assumed Obligations shall include, any liability arising out of the transfer or assignment to ATS of, or the use or enjoyment of the benefits by ATS under, any Contract, Governmental Authorization or Private Authorization the transfer or assignment of which (according to Section 2.2(c) of the Seller Disclosure Schedule) requires or may require the consent of any Authority or other third party (collectively, the "Nonassignable Contracts"), if ATS has, on or prior to the Closing Date, notified Seller in writing (an "Acceptance Notice") that ATS consents to the transfer or assignment of such Nonassignable Contract despite the failure or inability of ATS and Seller to obtain the approval or consent of an Authority or other Person whose approval or consent is required pursuant to the terms of such Nonassignable Contract, or elects to receive the benefits of such Nonassumable Contract, in either of which events, if the approval or consent of an Authority or other Person applicable to transfer of such Nonassignable Contract is required to be obtained as a condition to ATS' obligations at Closing pursuant to the provisions of Section 6.1(a) or 6.2(d), ATS shall be deemed to have waived such condition with respect to such Nonassignable Contract. With respect to any Nonassignable Contract for which the applicable consent of any Authority or other Person is not obtained prior to the Termination Date and for which ATS does not timely deliver an Acceptance Notice as described in the preceding sentence, Seller and ATS shall negotiate in good faith to reach an equitable sharing of the rights and obligations under such Nonassignable Contracts.
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Seller Assumed Obligations has the meaning set forth in Section 3.10(c).
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Examples of Seller Assumed Obligations in a sentence

  • Buyer, for itself and on behalf of the Company, hereby releases Seller from any claims that the Company may have against Seller for acts performed by Seller in its capacity as a member or manager of the Company; provided, however, that such release shall not apply to any of the Seller Assumed Obligations, any of the indemnification obligations, or any other obligations arising under this Agreement.

  • From and after the Closing, Jacobs, the Buyer and the Delta Companies shall provide the Sellers with such cooperation as the Sellers may reasonably request in the defense of or other response to any action, claim, cause of action, suit, investigation, inquiry or proceeding relating to any of the Seller Assumed Obligations; provided, however, that the Sellers shall pay the reasonable out-of-pocket expenses incurred by Xxxxxx, the Buyer or any of the Delta Companies in providing such cooperation.

  • Prior to the Closing, the Delta Companies transferred to the Sellers, and the Sellers assumed and have become responsible for the Seller Assumed Obligations.

  • However, only the Additional Assets of DTI and Seller Assumed Obligations as defined in the draft PSA are included in the proposed transaction.

Related to Seller Assumed Obligations

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

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

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

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

  • Assumed Leases has the meaning set forth in Section 2.1(l).

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

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

  • Excluded Obligations has the meaning set forth in Section 2.5.

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

  • 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.

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

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

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Assigned Contract has the meaning set forth in Section 1.5(a).

  • Apportioned Obligations has the meaning set forth in Section 5.2(b).

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

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

  • 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.

  • Shared Contracts has the meaning specified in Section 4.12(b).

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

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

  • Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.

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

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

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).