Specifically Assumed Liabilities definition

Specifically Assumed Liabilities means only those liabilities of Seller set forth on Schedule 2.2. For the avoidance of doubt, Purchaser shall be primarily liable for any Liabilities which arise out of the Purchaser’s operation of the Business following the Effective Time.
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Specifically Assumed Liabilities has the meaning set forth in Section 2.3(g) hereof.
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Specifically Assumed Liabilities is defined in Section 2.03.
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Examples of Specifically Assumed Liabilities in a sentence

  • The Purchaser shall not assume or be bound by any obligations or Liabilities of the Seller, the Parent or any of their respective Subsidiaries of any kind or nature, known, unknown, contingent or otherwise, other than the Specifically Assumed Liabilities.

  • Except for the Representations contained in this Article 3 (as modified by the Schedules hereto), none of Debtors or any other Person makes any express or implied representation or warranty with respect to Debtors, the Business, the Transferred Assets, the Specifically Assumed Liabilities or the Transactions, and each Debtor disclaims any other representations and warranties, whether made by any Debtor, any Affiliate of Debtors or any of their respective Representatives.

  • The Transferred Assets are being sold free and clear of all Liens, Claims and Interests to the maximum extent allowed by Sections 363(f) and 1123 of the Bankruptcy Code other than Specifically Assumed Liabilities and Permitted Post-Closing Liens.

  • Subject to entry of the Sale Order, Debtors shall deliver to Buyer good and marketable title to all of the Transferred Assets free and clear of all Liens, Claims and Interests to the maximum extent permitted by Sections 363(f) and 1123 of the Bankruptcy Code, other than Specifically Assumed Liabilities and Permitted Post-Closing Liens.

Related to Specifically Assumed Liabilities

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

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

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

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

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(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 Obligations has the meaning specified in Section 2.2.

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

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

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

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

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

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

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • 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.

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

  • Ancillary Assets means sovereign debt in the currency of denomination of the ETP Securities with an original maturity of less than one month which is rated at least A-1 by Standard & Poor's Ratings Services, and/or P-1 by Moody's Investors Service Ltd. and/or F1 by Fitch Ratings Limited.

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

  • Covered Liabilities as defined in Subsection 11.23.

  • Assumed Debt has the meaning set forth in Section 2.2.

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

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

  • 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.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Excluded Intellectual Property shall have the meaning set forth in Section 1.2(i).