BUSINESS LIABILITIES. The Seller hereby acknowledges and agrees that the Sale specifically excludes the Business Liabilities.
BUSINESS LIABILITIES. The Purchaser shall with effect from the Completion Date assume responsibility for the Business Liabilities remaining after the Completion Date and shall indemnify the Vendor against all such liabilities after the Completion Date but all other liabilities (actual or contingent, liquidated or unliquidated) arising, accruing or assessed in connection with the Business in respect of any period prior to the Completion Date shall be and remain the responsibility of the Vendor which covenants to indemnify the Purchaser and keep the Purchaser indemnified against all such other liabilities.
BUSINESS LIABILITIES. For purposes of this Agreement, the term “Business Liabilities” means, collectively, (a) all Liabilities under the Business Contracts transferred or assigned to Splitco or Clorox Korea to the extent arising from acts or omissions of HCI or any of its Affiliates or events occurring or conditions existing after the Closing, (b) all Liabilities relating to Business Intellectual Property or Permits transferred or assigned to Splitco or Clorox Korea to the extent arising from acts or omissions of HCI or any of its Affiliates or events occurring or conditions existing after the Closing, (c) except as set forth in Section 3.5, Liabilities to or in respect of Transferred Employees (or their respective beneficiaries or dependents) to the extent arising from acts, omissions, events, circumstances or conditions occurring or existing on or after the Closing, (d) except as set forth in Section 3.5, all Liabilities of Clorox Korea, and (e) the Liabilities listed in Section 3.4 of Clorox’s Disclosure Schedule.
BUSINESS LIABILITIES. Oakfield does not, and has not ever, conducted any business other than the business of owning and operating the Oakfield Gathering System. Oakfield does not have any material Liabilities or material obligations other than those that have arisen in the ordinary course of business of owning and operating the Oakfield Gathering System.
BUSINESS LIABILITIES. The iBill Business of the iBill Companies is fully described in the Current Penthouse Draft Form 10-K.
BUSINESS LIABILITIES. The Business Liabilities are hereby transferred to the relevant Transferee in accordance with the terms and conditions of the Economic Ownership Transfer Agreement.
BUSINESS LIABILITIES. Buyer is NOT purchasing any business liabilities, EXCEPT those checked below: o Yellow Page or other advertising at a monthly cost of $ o Equipment Lease(s) for o Website or other maintenance agreements at a monthly cost of $ o Other:
BUSINESS LIABILITIES. Subject to the terms and conditions of this Agreement, in partial consideration of the transfer to Seneca-Upshur of the Contributed Business Assets, Seneca-Upshur has assumed the Contributed Business Liabilities and, on the Closing Date will assume the following liabilities and obligations of the Business (collectively, the “Business Liabilities”):
3.2.3.1 Liabilities relating to the Transferred Employees arising following the Closing Date to the extent expressly allocated to Seneca-Upshur or KeySpan pursuant to Section 6.1; and
3.2.3.2 all Liabilities related to the ownership or operation of the Business that are not Retained Liabilities, whether arising before or after the Effective Time.
BUSINESS LIABILITIES. (a) All liabilities and obligations arising under the Business Contracts accruing with respect to all periods on and after the Closing (which excludes, for the avoidance of doubt, any liability arising from or relating to the performance or non-performance, breach or default thereof prior to the Closing);
(b) all liabilities included in the calculation of Working Capital;
(c) all Taxes arising out of, or related to, the Business or the Transferred Assets, to the extent attributable to Post-Closing Tax Periods (using the methodology of Section 9.3 for the purpose of allocating Straddle Period Taxes) but excluding any Taxes for which PHMD has an indemnification obligation under Section 8.1(a) or Section 9.2; and
(d) without limitation of the representations and warranties of the Sellers in the Agreement and the rights and remedies with respect thereto, all other liabilities of the Business that arise from claims made after the Closing Date, that are based solely on the operation of the Business after the Closing Date and that are based solely on events or any other state of facts first occurring after the Closing Date.
BUSINESS LIABILITIES. Liabilities of Seller incurred or arising out of events occurring at or prior to the Closing, including but not limited to, liabilities of Seller to Seller’s creditors, lienholders, customers, suppliers, employees, independent contractors, employee benefit plans as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and trustees of ERISA plans.
