Assumed Payables Sample Clauses

Assumed Payables. The Company and AVS agree jointly and severally to ---------------- assume and pay, discharge and perform all of the obligations, duties and liabilities of Xxxxxxxxx with respect to the Actual Related Unpaid Assumed Payables after Closing and hereby indemnify Xxxxxxxxx from and against any obligation thereunder.
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Assumed Payables. The Sellers shall have delivered to the Purchaser, not later than 5 days prior to Closing, evidence reasonably satisfactory to the Purchaser that the Assumed Payables were incurred in compliance with this Agreement, which evidence may include, but shall not be limited to, an open accounts payable ledger, together with an analysis of open purchase orders, certified as to its accuracy by the SellersChief Financial Officer.
Assumed Payables. Purchaser shall have executed and tendered to Seller an instrument of assumption of liabilities with respect to the Assumed Payables in form mutually satisfactory to the parties (the “Instrument of Assumption”).
Assumed Payables. Seller and Purchaser shall use their best efforts to collect any Pre-Closing Receivables and Seller's Portion of the Post-Closing Receivables not collected by Purchaser during the Adjustment Period and such funds shall be promptly paid by Purchaser to Seller after collection, provided that the aggregate of the Pre-Closing Receivables and Seller's Portion of the Post- Closing Receivables collected by Purchaser exceed the Assumed Payables and Purchaser does not otherwise have any claims or offset rights against such monies.
Assumed Payables. Purchaser shall have received a certificate, dated the Closing Date, signed by an officer of Seller (the “Accounts Payable Certificate”), that sets forth, in reasonable detail, the accounts payable and accrued expenses (other than accrued Tax Liabilities) of Seller as of the Closing Date (the “Assumed Payables”), which certificate is certified by an officer of Seller to be true and complete.
Assumed Payables. The Seller shall have prepared and delivered to the Buyer a certificate (the "Certificate of Indebtedness") as to the amount of Indebtedness of the Seller outstanding on the Closing Date under the Assumed Payables, and specifying the amount owed to each creditor listed thereon. The Seller shall have caused such creditors to deliver pay-off letters and lien discharges, each in form satisfactory to the Buyer, with respect to such Indebtedness.

Related to Assumed Payables

  • Excluded Liabilities Notwithstanding the provisions of Section 1.3, Purchaser shall not assume or be liable for any of the following Liabilities of the Seller Entities, the Rexam Entities or any of their respective Affiliates (provided, however, that except as otherwise expressly provided in this Section 1.4 and subject to the provisions of Article IX, (A) no Purchased Entity shall be considered an Affiliate of any Seller Entity or Rexam Entity for purposes of this Section 1.4 and (B) nothing in this Section 1.4 shall alter the principle that the Liabilities of the Purchased Entities as of the Closing, including any and all On-Site Environmental Liabilities and Off-Site Environmental Liabilities, shall remain Liabilities of the Purchased Entities) (the “Excluded Liabilities”): (a) any and all Liabilities to the extent arising out of or relating to the Excluded Assets; (b) any and all Liabilities arising out of or relating to the ownership or use of the Purchased Assets or the operation or conduct of the Business, in either case prior to the Closing, except to the extent that any such Liabilities are the responsibility of Purchaser pursuant to this Agreement; (c) any Retained Employment Liabilities; (d) the Liabilities set forth on Schedule 1.4(d) related to the Purchased Entity Employee Benefit Plans; (e) any and all Liabilities related to the Employee Benefit Plans other than the Purchased Entity Employee Benefit Plans and any other Liabilities related to Employee Benefit Plans other than those expressly allocated to Purchaser as set forth in Article V; (f) any and all obligations required to be performed prior to the Closing Date under any Contract, Permit, license, approval or authorization constituting part of the Purchased Assets, including, subject to Section 1.13, any and all Seller Portion of the Shared Contract Liabilities but excluding the Purchaser Portion of the Shared Contract Liabilities, and excluding (subject to the provisions of Article IX) any such Liabilities that are On-Site Environmental Liabilities; (g) any and all Liabilities for any trade, account, note or loan payables for goods or services purchased by or provided to the Business prior to the Closing Date; (h) any Excluded Taxes; (i) any and all Liabilities to the extent arising out of or relating to the Intercompany Agreements or any other intercompany obligations between Seller and any of its Affiliates, or Rexam and any of its Affiliates other than the Assumed Liabilities set forth in Section 1.3(j); (j) any and all Off-Site Environmental Liabilities relating to Hazardous Materials that have been transported to an Off-Site Location prior to the Closing Date, provided, for the avoidance of doubt, that this does not apply to Off-Site Environmental Liabilities of the Purchased Entities; (k) any other Liabilities set forth on Schedule 1.4(k); and (l) any other Liabilities of the Seller Entities, the Rexam Entities or any of their respective Affiliates other than Assumed Liabilities.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

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