Balance Sheet and Scheduled Liabilities Sample Clauses

Balance Sheet and Scheduled Liabilities. All liabilities and obligations relating to the Business, the Transferred Assets or the NY Leases whether accrued, liquidated, contingent, matured or unmatured, at or prior to the Closing, which (a) are disclosed in any of the Disclosure Schedules delivered hereunder, (b) would be subject to disclosure in any of the Disclosure Schedules delivered in connection with any of Lockheed Xxxxxx'x representations and warranties but for the materiality standards contained in such representation and warranty, (c) are reflected in the Final Net Tangible Asset Amount as determined in accordance with Section 2.03 herein (including without limitation accounts payable and reserves reflected as contra-asset accounts, and those reflected in the estimates at completion), (d) are incurred in the ordinary course of business subsequent to the Effective Date, other than with respect to the matters covered by Exhibits F and G, or (e) are otherwise a liability or obligation that Newco is expressly assuming pursuant to this Agreement;

Balance Sheet and Scheduled Liabilities. All liabilities, debts, obligations, judgments, fines, penalties, and claims relating to the Divisions and the Assets whether accrued, liquidated, contingent, matured or unmatured, at or prior to the Closing, which are (a) disclosed in any of the Schedules delivered hereunder, (b) are reflected on the Final Closing Net Asset Statement as determined in accordance with Section 2.4 herein (including without limitation accounts payable and reserves reflected as contra- asset accounts, and liabilities reflected in the estimates at completion shown on Schedule 2.4.1), or (c) are otherwise a liability or obligation Buyer is expressly assuming pursuant to this Agreement;