Balance Sheet Liabilities Sample Clauses

Balance Sheet Liabilities. All of Seafield's liabilities relating to the SLH Business which are referred to or which are reflected on the Balance Sheet as well as such liabilities which have been incurred by the SLH Business since September 30, 1996, other than such liabilities included in the Retained Liabilities (the "Balance Sheet Liabilities" with the such Retained balance sheet liabilities hereinafter referred to as the "Retained Balance Sheet Liabilities").

Balance Sheet Liabilities. (a) Attached hereto as Exhibit C is Ivy's unaudited balance sheet as of September 30, 1998 (the "Balance Sheet"). The Balance Sheet (including the notes thereto) is true, correct, and complete, fairly presents the financial position of Ivy at the date thereof, and is consistent with the books and records of Ivy (which books and records are correct and complete). (b) None of the directors and officers of Ivy has any Basis to believe that there are Liabilities of Ivy (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claims or demand against Ivy since March 1, 1997, giving rise to any Liability), except for those: (i) accrued or reflected on the face of the Balance Sheet; or (ii) arising in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort infringement, or violation of law).

Balance Sheet Liabilities. All liabilities (including all ------------------------- deferred revenue) of Seller or any Assigning Subsidiary that shall have been accrued on the Closing Date Balance Sheet, but only to the extent the same shall have arisen out of the conduct of the Business and not out of the conduct of any other business conducted by Seller or any of its affiliates; and

Balance Sheet Liabilities. All liabilities of TFS that are reflected, disclosed, or reserved for on the Brillian Balance Sheet, as such liabilities may be increased or decreased in the operation of the Microdisplay Business from the date of the Brillian Balance Sheet through the Separation Date in the ordinary course of business consistent with past practice;

Balance Sheet Liabilities. All liabilities set forth on the balance sheet of the Parent Station Business as of December 31, 1996 referred to in Section 6.05;

Balance Sheet Liabilities. All balance sheet Liabilities of the types (and not to exceed the amounts) reflected in the Current Balance Sheet.

Balance Sheet Liabilities. The amounts for any liabilities reflected on the Closing Date Balance Sheet.

Balance Sheet Liabilities. To the extent not the type of Liability otherwise specifically addressed in subsections (a) through (g) above, (i) all Liabilities, accruals and reserves included in the Final Closing Working Capital, and (ii) other than Accounts Payable and other than those set forth on Schedule 1.3(h), all other Liabilities that are primarily related to the Business of the type or nature reflected on the Most Recent Balance Sheet; and” (e) Section 1.3(i) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

Balance Sheet Liabilities. Attached as Schedule 3(d) of the Disclosure Schedule are (i) the un-audited balance sheet of SusOils as of the year ended December 31, 2012 (the “Balance Sheet”), and (ii) a list of all of the creditors of SusOils that are included in the liabilities listed on the Balance Sheet. To the Seller’s knowledge, (x) the liabilities set forth on the Balance Sheet are the only liabilities of SusOils as of the Balance Sheet Date that are required to be disclosed on the Balance Sheet in accordance with generally accepted accounting principles (“GAAP”) applied on a basis consistent with past practice, (y) the Balance Sheet fairly present in all material respects the liabilities SusOils in accordance with GAAP as of December 31, 2012, and (z) the list of creditors set forth on Schedule 3(d) is accurate and complete as limited by the terms of this Section.