Seller Liabilities definition

Seller Liabilities shall have the meaning set forth in Section 5.06(b).

Seller Liabilities shall have the meaning set forth in Section 12.2.

Seller Liabilities means all liabilities of ECG and Sprint to the extent arising out of or relate to the Seller Assets.

Examples of Seller Liabilities in a sentence

• The relevant portion of § 8.3 deals specifically with contracts to be included in the Acquired RECI Assets, not Specified Seller Liabilities.

• The Company and the Purchaser hereby acknowledge that they are obtaining the Conveyed Seller Assets and assuming the Assumed Seller Liabilities and that from and after the Closing, shall pay, discharge and perform all liabilities and obligations related thereto promptly when due and hold the Seller harmless with respect thereto.

• Following such a Corporate Transaction, the applicable Seller Successor shall for all purposes with respect to Seller Liabilities be treated as Seller pursuant to the terms and conditions thereof (including, for the avoidance of doubt, for purposes of all indemnification obligations and other post-Closing covenants of Seller under this Agreement and the other Transaction Documents).

• Seller shall assume (or cause one of its Subsidiaries to Assume), without any consideration in exchange therefor, all of the Seller Liabilities.

• The applicant will be required to pay the cost of any associated public meetings as outlined in Schedule ‘A’ of this Bylaw.

More Definitions of Seller Liabilities

Seller Liabilities is defined in Section 7.6.

Seller Liabilities has the meaning set forth in Section 9.06(e).

Seller Liabilities is defined in Section 1.4.

Seller Liabilities means all of the following liabilities, obligations or commitments:

Seller Liabilities shall have the meaning assigned to it in Section 10.2 hereof.

Seller Liabilities as used in this Agreement, shall mean: (x) demands, claims, actions, suits, and any other legal or investigative proceedings brought against any or all of the Indemnified Parties, and any judgments rendered therein or settlements thereof, and (y) all liabilities, damages, losses, Taxes, costs and expenses, including, without limitation, credits, refunds or exchanges, and reasonable attorneys' fees, incurred by any of the Indemnified Parties, whether or not they have arisen from or were incurred in or as a result of any demand, claim, action, suit, assessment or other proceeding or any settlement or judgment.

Seller Liabilities means all debts, liabilities and obligations of any kind or character, whether known or unknown, absolute, accrued, contingent or otherwise (whether or not disclosed in a schedule hereto) of Seller other than the Assumed Liabilities. Seller Liabilities include for the avoidance of doubt and without limitation, all debts, liabilities and obligations of any kind or character, whether known or unknown, absolute, accrued, contingent or otherwise (whether or not disclosed in a schedule hereto) and any Losses or Claims, whether or not disclosed in a schedule hereto (other than Assumed Liabilities), which debts, liabilities, obligations, Losses or Claims arise out of, relate to or result from (i) the ownership, use, possession, enjoyment, transfer, or operation of the Business, (ii) tortious conduct relating to the Business or Seller, (iii) violation of laws that relate to the Business or Seller (including violations of Environmental Laws), (iv) the Release of any hazardous or toxic substance at any site as a result of the operations conducted by or on behalf of Seller in connection with the Business or the Purchased Assets or other assets owned by Seller, (v) the exposure of any Person or property to hazardous or toxic substances at any site as a result of the operations conducted by or on behalf of Seller or in connection with the Business or the Purchased Assets or other assets owned by Seller, (vi) litigation arising from events or conditions occurring or existing that relate to Seller or the Business or the Purchased Assets, (vii) employees or former employees of Seller relating to their employment by Seller, including, without limitation, Claims relating to their termination of employment with Seller or their failure to obtain or continue employment with Seller, Buyer or any of their Affiliates for any reason whatsoever or respecting compensation and benefits under any contract or benefit or compensation plans or any other employee benefit program maintained by or on behalf of Seller, (viii) employee benefit plans sponsored, maintained or contributed to by Seller (including, without limitation, the failure to operate or maintain any plan in compliance with its terms and applicable Legal Requirements), (ix) any unfunded liability under any employee benefit plan, (x) the provision of any products or services by Seller (other than the Assumed Liabilities), (xi) any notice of deficiency, or assessment by, or any obligation owing to, any taxing authority for any...