Specified Assumed Liabilities definition

Specified Assumed Liabilities shall have the meaning ascribed to it in Section 2.4(a)(iii).
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Specified Assumed Liabilities has the meaning set forth in Section 1.3(a).
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Specified Assumed Liabilities means the following Assumed Liabilities: (i) all product liability for Products manufactured or sold before the Closing, (ii) all liabilities specifically reflected on the Carve-Out Balance Sheet or incurred after the Carve-Out Balance Sheet Date in the ordinary course of business in compliance with the terms of this Agreement (other than any Excluded Liability), to the extent it remains as a liability of the Business at the Closing, (iii) all warranty, performance and similar obligations with respect to Products sold before the Closing under written warranty agreements or specifications typical of the forms set forth in Schedule 1.3(f) and (iv) with respect to Products for which, as of the time immediately prior to Closing, Seller has an obligation to deliver that cannot be freely canceled, all warranty, performance and similar obligations entered into or made prior to the Closing with respect to such Products sold after the Closing under written warranty agreements or specifications typical of the forms set forth in Schedule 1.3(f).
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Examples of Specified Assumed Liabilities in a sentence

  • Notwithstanding any provision in this Agreement to the contrary and subject to the Specified Liabilities Cap applicable to the Specified Assumed Liabilities, Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller of whatever nature, whether presently in existence or arising hereafter.

  • The Closing Statement shall contain a complete and accurate list of all Accounts Payable as of the Closing Date that will constitute Specified Assumed Liabilities.

  • The information set forth on the Closing Statement and any and all information used to calculate the information set forth on the Closing Statement (including, without limitation, amounts of all Specified Assumed Liabilities) is true, correct and complete in all respects.

  • Notwithstanding the aforesaid, with respect to the Purchased Assets relating to the Specified Assumed Liabilities, Seller shall use its reasonable efforts to satisfy such Liabilities prior to Closing and transfer to Buyer absolute ownership of such Purchased Assets free and clear of any such Liability.

  • Notwithstanding the foregoing, any deductions set forth in this Section 1.3(a) which were, or in the future are, actually reflected (or should have been reflected, but were not reflected due to an error by Xxxxxxx) on Xxxxxxx’x wire reports issued to Seller (or its Affiliates) relating to periods prior to the Closing Date shall be the responsibility of Seller and therefore shall not be considered Specified Assumed Liabilities.

  • Only Specified Assumed Liabilities shall be subject to the Specified Liabilities Cap and, for the avoidance of doubt, with respect to co-op events that span dates prior to and subsequent to the Closing Date, the Liabilities associated with the portion of the co-op event occurring prior to the Closing Date (allocated on the basis of the number of days of the co-op event before and after the Closing Date) shall be subject to the Specified Liabilities Cap.


More Definitions of Specified Assumed Liabilities

Specified Assumed Liabilities means and include the amount of (i) certain severance liabilities for Canadian employees of the Salons as of the Closing Date, plus (ii) certain employee incentive benefits as of the Closing Date, plus (iii) unused accrued vacation benefits and PTO for all employees of the Salons as of the Closing Date, plus (iv) the accrued rent liability for percentage rent obligations pursuant to the Salon lease agreements as of the Closing Date.
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Related to Specified 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.

  • Specified Assets the following property and assets of such Grantor:

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • 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).

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

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

  • 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.

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

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

  • Xxxx of Sale and Assignment and Assumption Agreement has the meaning specified in Section 2.8(a)(i).

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

  • Valuation Assumptions means, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustments and Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by deductions arising from Basis Adjustments, the NOLs or Imputed Interest that are available as of such Early Termination Date will be utilized by the Corporate Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (5) if, at the Early Termination Date, there are Common Units that have not been Exchanged, then each such Common Unit shall be deemed to be Exchanged for the Market Value of the number of shares of Class A Common Stock and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

  • nment and Assumption means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of E xhibit A or any other form approved by the Administrative Agent.

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • Specified Asset as defined in subsection 4.2.2 hereof.

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

  • Merger Without Assumption provisions of Section 5(a)(viii) will apply to Party A and will apply to Party B.

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

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

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

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

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