UK Assumed Liabilities definition

UK Assumed Liabilities shall have the meaning set out in the UK Asset ---------------------- Purchase Agreement;
Sample 1
UK Assumed Liabilities means (i) those obligations of Hudson U.K. under the Commitments included in the U.K. Acquired Assets that arise and are to be performed on or after the Closing Date, and (ii) those Liabilities of Hudson U.K. set forth on Exhibit C-2 hereto.
Sample 1
UK Assumed Liabilities means, collectively, those liabilities assumed by the Purchaser pursuant to the provisions of Section 2.3(e).
Sample 1

Examples of UK Assumed Liabilities in a sentence

  • Pursuant to the UK Asset Purchase Agreement and on the terms and subject to the conditions contained therein, Kraft Jacoxx xxxll sell, and Buyer or an Affiliate of Buyer shall buy, the UK Assets, and Buyer or an Affiliate of Buyer shall assume the UK Assumed Liabilities.

  • The consummation of the purchase and sale of the U.S. Acquired Assets and the U.K. Acquired Assets and the assumption of the U.S. Assumed Liabilities and the U.K. Assumed Liabilities (the “Closing”) shall be effected by facsimile or other electronic exchange of documentation, and held on the date hereof (the “Closing Date”), at the offices of Bxxxx Xxxx LLP, legal counsel to Purchasers, at One Atlantic Center, Fourteenth Floor, 1000 Xxxx Xxxxxxxxx Xxxxxx, XX, Xxxxxxx, Xxxxxxx 00000-0000.

  • The parties hereto shall cooperate with one another and take any and all action reasonably requested by the other parties hereto to cause the sale and transfer of the UK Assets and UK Assumed Liabilities to be a transfer of a business as a going concern for the purposes of the Value Added Tax (Special Provisions) Order 1995 Article 5 and the Value Added Tax Xxx 0000 S49.

  • At the Closing, subject to the terms and conditions hereof, Hxxxxx U.K. will sell, transfer, assign, novate and deliver to DTI U.K., and DTI U.K. will purchase, acquire and accept from Hxxxxx U.K., all of the right, title and interest in and to the U.K. Acquired Assets, in each case with full title guarantee and free and clear of any Liens, other than those Liens granted pursuant to the U.K. Assumed Liabilities.

  • Except for changes in the ordinary course of business and consistent with past practices and except for events or conditions generally affecting the cylinder manufacturing industry or economy as a whole, there shall not have been any material adverse change in or affecting the US Operations, the UK Operations, the US Assets, the UK Assets, the US Assumed Liabilities or the UK Assumed Liabilities subsequent to October 31, 2001.

  • The Closing Net Working Capital Statement (i) shall be calculated and prepared in accordance with GAAP, and (ii) shall reflect only the current assets included in the U.S. Acquired Assets and the U.K. Acquired Assets and the current liabilities included in the U.S. Assumed Liabilities and the U.K. Assumed Liabilities.

  • Purchaser recognizes and acknowledges that some or all of the UK Assets and UK Assumed Liabilities may be titled in the name of DLB Ltd.

  • The Parties acknowledge and agree that the consummation of the purchase and sale of the U.S. Acquired Assets and the U.K. Acquired Assets and the assumption of the U.S. Assumed Liabilities and the U.K. Assumed Liabilities shall be effective as of the Effective Time.

  • Subject to the terms and conditions of this Agreement, on the Closing Date, the UK Buyer shall assume the trade payables and other routine, current liabilities and obligations of Cascade (UK) incurred in the ordinary course of business and outstanding as of the Closing Date of the sort identified in Schedule 2.2(b) (the "UK Assumed Liabilities").

  • Except for the UK Assumed Liabilities, the UK Buyer shall not assume, shall not take subject to and shall not be liable for, any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known or unknown, of the Sellers.


More Definitions of UK Assumed Liabilities

UK Assumed Liabilities has the meaning specified in Section 2.2(b).
Sample 1
UK Assumed Liabilities means the liabilities to be assumed by Buyer pursuant to the UK Asset Purchase Agreement and agreements or instruments executed in connection therewith.
Sample 1
UK Assumed Liabilities means (i) those obligations of Hxxxxx U.K. under the Commitments included in the U.K. Acquired Assets that arise and are to be performed on or after the Closing Date, and (ii) those Liabilities of Hxxxxx U.K. set forth on Exhibit C-2 hereto.
Sample 1

Related to UK Assumed Liabilities

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

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

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

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • 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.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

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

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

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

  • Covered Liabilities as defined in Subsection 11.23.

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

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

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

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

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

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

  • Liabilities Assumed has the meaning provided in Section 2.1.

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

  • 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 Environmental Liabilities has the meaning specified in Section 7.4.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

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

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

  • 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.