Acquired Company Liabilities Clause Samples
The "Acquired Company Liabilities" clause defines which debts, obligations, or responsibilities of the company being purchased will be assumed by the buyer as part of the transaction. Typically, this clause outlines specific categories of liabilities—such as outstanding loans, contractual obligations, or pending litigation—that the buyer agrees to take on, while excluding others that remain with the seller. Its core practical function is to clearly allocate responsibility for the company's existing and future liabilities, thereby reducing ambiguity and potential disputes between the parties after the sale.
Acquired Company Liabilities. Except as expressly described in Schedule 2.9:
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
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.
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.
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.”
(h) The last sentence of Section 1.5 of the Master Agreement is hereby amended and restated to read in its entirety as follows: “The provisions of this Section 1.5 notwithstanding, all of the shares of capital stock of STI will be acquired by the Purchaser pursuant to the Merger described in Section 1.6 below, and all Assigned IP (as defined in the IP Agreement) owned by the Seller or any other Seller Party (as defined in the IP Agreement) that is organized, formed or incorporated in the United States, and all Ancillary IP rights (as defined in the IP Agreement) with respect thereto, will be sold, assigned, transferred, conveyed and delivered immediately following the Merger by the Seller or each such other Seller Party, as applicable, to STI pursuant to the terms of the IP Agreement.”
(i) Section 2.1(a) of the Master Agreement is hereby amended and restated to read in its entirety as follows:
(a) The aggregate purchase price for the Acquired Assets to be paid to the Seller hereunder shall be an amount equal to (i) Three Billion Four Hundred Fifty Million Dollars ($3,450,000,000), plus (ii) an amount equal to the Final Closing Cash, plus or minus, as applicable, (iii) the Final Closing Working Capital Surplus or the Final Closing Working Capital Deficiency, if any (the “Purchase Price”). The portion of the Purchase Price to be paid at the Initial Closing shall be calculated as follows: (A) Three Billion Four Hundred Fifty Million Dollars ($3,450,000,000), plus (B) an amount equal to the Estimated Closing Cash (the “Closing Purchase Price Payment”).”
(j) Section 2.2(a) of the Master Agreement is hereby amended and restated to read in its entirety as follows:
(a) The parties agree to conduct the Initial Closing of the transactions contemplated by this Agreement (all such transactions, including the transactions contemplated by the Additional Closings and the Transaction Agreements, being referred to herein as the “Contemplated Transactions”) at the offices of Winston & ▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois at 10:00 AM (local time) on the first Business Day following the last day of the fiscal month of the Seller in which the conditions precedent to the Initial Closing listed in Article 6 shall have been satisfied or, if permissible, waived ...