Closing Date Liabilities Sample Clauses
Closing Date Liabilities. At the Closing, the Shareholders shall deliver to the Purchaser a statement, certified by them to be true and complete, of all liabilities and obligations of the Company and the Subsidiaries of whatever nature and character including (but not limited to) indebtedness for borrowed money, indebtedness secured by Liens against any assets or properties of the Company or any Subsidiary, accounts and trade payable, accrued liabilities, any liabilities under suits, claims, judgments or orders then pending or any other liability or obligation of the Company and the Subsidiaries attributable to the operation of the their businesses prior to Closing (collectively, "Closing Date Liabilities"), EXCLUDING (i) obligations under preneed funeral contracts for which the full amount has been deposited in trust or funded by insurance as required under applicable law, and under cemetery endowment care, merchandise and service contracts for which the full amount has been deposited in trust, the merchandise has been purchased, or as to which there are outstanding preneed accounts receivable covering such obligations, and obligations in respect of commissions for preneed services and merchandise based upon cemetery preneed accounts receivable to the extent not collected as of the Effective Time of the Merger, (ii) obligations arising after the Closing under the executory contracts listed on Schedule 5.13 under the heading "Executory Contracts" and under the Greer Lease, (iii) any obligations to be paid by the Company or Purchaser with respect to the Danville Property pursuant to Section 7.3(d) hereof, and (iv) obligations payable after the Closing under the Stahl Agreement re▇▇▇▇▇d to in Section 5.6(h). Such statement of the Shareholders shall include a proration, as of the Closing Date, of proratable items, such as property taxes, rents under leases (including the Greer Lease) and (▇▇ ▇▇e extent known) utilities, subject to reconciliation as described in Section 3.9. In the case of indebtedness for borrowed money or secured by Liens against any assets of the Company or any Subsidiary, such statement shall be accompanied by statements of the holders of such indebtedness certifying as to the balance thereof, including per diem interest. For purposes of calculating the amount of Closing Date Liabilities, there shall be included all amounts necessary to pay and discharge the same in full at the Effective Time of the Merger, includ ing principal, interest, fees, prepayment fees or p...
Closing Date Liabilities. (A) The Shareholders and Guarantors jointly and severally represent and warrant that, to the best of their knowledge and belief after diligent inquiry, all liabilities of the Company or the Subsidiary as of the Economic Change Date are listed on the Schedule of Liabilities attached hereto as Schedule 2.6 (a). For purposes of this Agreement "LIABILITIES" shall mean and include all claims, lawsuits, liabilities, obligations or debts of any kind or nature whatsoever, whether absolute, accrued, due, direct or indirect, contingent or liquidated, matured or unmatured, joint or several, whether or not for a sum certain, whether for the payment of money or for the performance or observance of any obligation or condition, and whether or not of a type which would be reflected as a liability on a balance sheet (including, without limitation, federal, state and local taxes of any nature) in accordance with generally accepted accounting principles, consistently applied ("GAAP"), including without limitation, malpractice or other tort claims asserted against the Company or the Subsidiary, claims for breach of contract, any claims of any kind asserted by patients, former patients, employees or former employees of the Company or the Subsidiary or any other party that are based on acts or omissions occurring on or before the Closing Date, amounts due or that may become due in connection with the participation of the Company or the Subsidiary in the Medicare or Medicaid programs or due to any other health care reimbursement or payment intermediary, or that may be due by the Company or the Subsidiary to any other third party payor, accounts payable, notes payable, trade payables, lease obligations, indebtedness for borrowed money, accrued interest, and contractual obligations. The Shareholders and Guarantors acknowledge that the amount of the Merger Consideration for the Company Shares is based on the accuracy of the representations and warranties of the Shareholders and the Guarantors contained in this Agreement, including, but not limited to, the representations and warranties contained in this Section 2.6(a).
Closing Date Liabilities. Effective as of immediately prior to the Closing Date, the Shareholders, subject to the limitations on the maximum amount payable by any Shareholder set forth in Section 7.1(a), hereby assume and agree to pay, all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet without further action by the Shareholders, the Company or any other Person.
Closing Date Liabilities. 7 2.7 Right of Offset Against the Escrow Fund..............................8
Closing Date Liabilities. As noted in SECTION 2.1.1(B) and subject to SECTION 3.4 hereof, Buyer will be entitled to withhold the sum of $348,960.00 (the "WITHHELD AMOUNT"), which will be handled and disbursed as follows:
(a) At the Closing, Seller shall provide Buyer with a written schedule (attached
Closing Date Liabilities. All liabilities to all Pension Plans and Multiemployer Plans that are due and payable as of the Closing Date have been paid or adequate reserves have been established therefor. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or Title IV of ERISA or the penalty or excise tax or security provisions of the IRC relating to "employee benefit plans" (as defined in section 3 of ERISA), and no event, transaction, or condition has occurred or exists that could result in the imposition of any Lien on any of the Properties of the Company or any ERISA Affiliate, in either case pursuant to Title I or Title IV of ERISA or pursuant to such penalty or excise tax or security provisions of the IRC, except for such liabilities and Liens that, in the aggregate for all such liabilities and Liens, could not reasonably be expected to have a Material Adverse Effect.
Closing Date Liabilities. All contributions to all Pension Plans arising under the terms of such Pension Plans that are due and payable by the plan sponsor as of the Closing Date have been paid. Neither the Parent, the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or Title IV of
Closing Date Liabilities. (A) The Shareholders jointly and severally represent and warrant that, to the best of their knowledge and belief after diligent inquiry, all liabilities of the Company as of the
Closing Date Liabilities. As noted in SECTION 2.1.1(b) and subject to SECTION 3.4 hereof, Buyer will be entitled to withhold the sum of $1,819,255 (the "WITHHELD AMOUNT"), which will be handled and disbursed as follows:
(a) At the Closing, the sum of $1,509,461 will be paid to the Small Business Administration, which holds a note and deed of trust encumbering the Real Property (the "SBA DEBT"), and the sum of $309,794 will be paid to the Los Angeles County Tax Assessor to pay accrued but unpaid taxes assessed against the Real Property (the "REAL PROPERTY TAXES").
(b) At the Closing, Seller shall provide Buyer with a written schedule (which will be attached hereto at the Closing as Schedule 3.2.1) which sets forth all Closing Date Liabilities (excluding the SBA Debt and the Real Property Taxes, but including all accounts payable and
Closing Date Liabilities. Prior to the Closing Date, the Shareholders shall pay, or shall cause the Company to pay prior to the Closing Date, in full all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet. Effective as of immediately prior to the Closing Date, the Shareholders hereby jointly and severally assume all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet without further action by the Shareholders, the Company or any other Person.