Acquired Company Liabilities Sample Clauses

Acquired Company Liabilities. Any Liabilities of any Acquired Company to the extent not related to or arising out of the conduct of the Business prior to the Initial Closing. MASTER ACQUISITION AGREEMENT
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Acquired Company Liabilities. Except as expressly described in Schedule 2.9:
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Acquired Company Liabilities. Any Liabilities of any Acquired Company to the extent not related to or arising out of the conduct of the Business prior to the Initial Closing.
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Acquired Company Liabilities. Since November 30, 2003, there shall have been no increase, individually or in the aggregate, in any liabilities of an Acquired Company that are not included in (or are excluded from) the procedures set forth in Exhibit 2.2(b) hereto for the calculation of working capital.
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Acquired Company Liabilities. Other than with respect to Acquired Company Accounts Payable, any Liabilities of any Acquired Company to the extent not related to or arising out of the conduct of the Business prior to the Initial Closing.”
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Acquired Company Liabilities. Except as expressly described in Schedule 2.9: 26 (a) Undisclosed Liabilities. No Acquired Company has any liabilities or obligations, whether known or unknown, absolute, contingent or otherwise (and there is no basis for any present or future proceeding against any Acquired Company giving rise to any liabilities or obligations), except liabilities and obligations (i) that are adequately reflected or specifically reserved against in the Financial Statements as of the Fiscal Year End Balance Sheet Date, (ii) that have been incurred since the Fiscal Year End Balance Sheet Date in the ordinary course of business consistent with past practice of such Acquired Company and that are not, and would not reasonably be expected to be, individually or in the aggregate, material to such Acquired Company, (iii) that have been or will be discharged or paid in full at or prior to the Closing, including any such liabilities or obligations incurred in connection with the transactions contemplated hereby to be paid at Closing, (iv) arising under or pursuant to the Company Benefit Plans, Company Contracts, Existing Employment Agreements or Licenses and not resulting from a breach by any Acquired Company of the terms thereof or violation by any Acquired Company of Applicable Laws related thereto or (v) otherwise disclosed in Schedule 2.9(a). (b)
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Related to Acquired Company Liabilities

  • Intercompany Liabilities Any and all Liabilities of Sellers for intercompany advances, charges, or accounts payable of any kind or nature;

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

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