Assumed Liabilities

Assumed Liabilities. Means: (a) the total normal vendor and trade payables, capital lease obligations, deferred liabilities, deferred revenue, and certain accrued expenses as set forth on Schedule 2.2(a), (b) all debt of Seller as set forth on Schedule 2.2(a), and (c) all Liabilities of Seller accruing and to be performed, after the Closing Date, as set forth on Schedule 2.2(a) under the executory portion of each of the Assigned Contracts and any other Assets (e.g.... assigned licenses and leases). View More

Assumed Liabilities. Means any Liability relating to the Business set forth on Schedule B attached hereto; provided, however, that the Assumed Liabilities shall not include (i) any Liability not specifically identified on Schedule B attached hereto, (ii) any Liability of the Seller for unpaid Taxes for periods prior to the Closing, (iii) any Liability of the Seller for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby, (iv) any... Liability of the Seller for the unpaid Taxes of any Person other than the Seller under Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise, (v) any obligation of the Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the Seller or was serving at the request of the Seller as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (vi) any Liability of the Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, or (vii) any Liability or obligation of the Seller under this Agreement (or under any side agreement between the Seller on the one hand and the Buyer on the other hand entered into on or after the date of this Agreement). 1 View More

Assumed Liabilities. Shall mean the obligations and liabilities of the Seller as set forth on Schedule 2.2, including, without limitation, all contracts, agreements, guaranties, warranties, policies and arrangements, whether written or oral, relating to the Battery Brain Product such as all customer orders and purchase orders for services to be rendered that are yet to be performed, fulfilled or completed and, in each case, any claim or right or any benefit thereunder or resulting therefrom... including, without limitation, any right to indemnification. View More

Assumed Liabilities. Means all obligations of the Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Acquired Assets either (i) to furnish goods, services, and other non-Cash benefits to another party after the Closing or (ii) to pay for goods, services, and other non-Cash benefits that another party will furnish to it after the Closing; provided, however, that the Assumed Liabilities shall not include any Excluded Liability or any other Liability of... the Seller not specifically included in this definition. View More

Assumed Liabilities. Means the balances as of the Closing of those liabilities and obligations of the Seller owed to the vendors set forth on Schedule 1B attached hereto and no others.

Assumed Liabilities. Has the meaning set forth in Subsection 4.2(a).

Assumed Liabilities. Means the liabilities under the Glaxo-Delta Agreement, including but not limited to the obligation to pay royalties thereunder, and no other liabilities. Notwithstanding the foregoing, under no circumstances shall the Assumed Liabilities include any Retained Liabilities.

Assumed Liabilities. Means the liabilities and obligations of the Seller (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) with respect to the Acquired Assets, including (a) the liabilities of the Seller with respect to the Acquired Assets for unpaid taxes with respect to periods prior to the Closing (excluding any Income Taxes of the Seller) and (b) all other liabilities and... obligations of the Seller with respect to the Acquired Assets set forth in the Disclosure Letter; provided, however, that the Assumed Liabilities shall not include (i) any liability or obligation of the Seller under this Agreement (or under any other agreement or instrument between the Seller on the one hand and the Buyer on the other hand entered into on or after the date of this Agreement), or (ii) any liabilities of the Seller for income, transfer, sales, use, and other taxes arising in connection with the consummation of the transactions contemplated hereby. View More

Assumed Liabilities. The liabilities incurred by Hegco with regards to the El Grande Prospect listed on Exhibit B attached hereto and made part of this Agreement.

Assumed Liabilities. Shall mean all (1) liabilities of the Seller to the extent listed on Schedule 6.22(b); (2) all obligations and liabilities of the Purchaser as assignee of an Assumed Contract, to the extent that such obligations and liabilities arise after the conclusion of the Closing and any other liability expressly assumed in writing by the Purchaser; and (3) the Accrued Employment... Costs (hereinafter defined in Section 8.7 to the extent set forth on Schedule 8.7 to be delivered at Closing.). View More