Closing Date Liabilities. (a) Seller and Shareholders represent and warrant that, to the best of Seller's and Shareholders' knowledge and belief after diligent inquiry, all of Seller's liabilities, as of the date hereof are listed on the Schedule of Liabilities attached hereto as Schedule 5(a) (the "LIMITED LIABILITIES"). 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, claims for breach of contract, any claims of any kind asserted by patients, former patients, employees of Seller or any other party that are based on acts or omissions by Seller occurring on or before the date hereof, amounts due or that may become due in connection with the participation of Seller in the Medicare or Medicaid programs or due to any other health care reimbursement or payment intermediary, or that may be due by Seller to any other third party payor, accounts payable, notes payable, trade payables, lease obligations, indebtedness for borrowed money, accrued interest, and contractual obligations. Seller and Shareholders acknowledge that the Purchase Price for the Assets is based on the accuracy of Seller's and Shareholders' representations and warranties contained in this Agreement, including, but not limited to, Seller's and Shareholders' representations and warranties contained in this paragraph 5(a). Buyer will not assume any, and Seller and Shareholders shall remain liable for each, liability of Seller existing on the Closing Date, including, without limitation, any Limited Liabilities, and any liabilities that Seller may have by reason of its ownership in any of the JVs (as defined in paragraph 14(a), below), including without limitation, Mohawk Valley Home Care, L.L.C. (the "EXCLUDED LIABILITIES"); provided, however, notwithstanding the foregoing, Buyer will assume at Closing such liabilities that are incurred between the dat...
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. 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 rexxxxxd 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 (xx xxe 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. 7 2.7 Right of Offset Against the Escrow Fund..............................8
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. As noted in SECTION 2.1.1(B) and subject to SECTION 3.4 hereof, Buyer will be entitled to withhold the sum of $886,667 (the "WITHHELD AMOUNT"), which will be handled and disbursed as follows:
(a) 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 (including all real property taxes, accounts payable and accrued expenses of Seller relative to periods prior to the Closing Date). On the Closing Date, Buyer shall provide to Seller sufficient
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 the time immediately prior to the Closing Date, without further action by the Shareholders, the Company or any other Person, the Principal Shareholders hereby jointly and severally assume, and the Other Shareholders severally assume (subject, in both cases, to the limitations set forth in Section 7.1) all Closing Date Liabilities (other than Liabilities relating to Unknown Infringement Claims) in excess of the amount by which the cash set forth on the Estimated Closing Date Balance Sheet exceeds the Closing Date Liabilities and the Retained Liabilities; provided that the exclusion of Liabilities relating to Unknown Infringement Claims in this sentence and in Section 7.1(a) shall not relieve any Shareholder from Liability for any Adverse Consequences suffered by SignalSoft or the Company as the result of a breach by such Shareholder of any representation, warranty or covenant by such Shareholder to the extent otherwise provided in this Agreement.
Closing Date Liabilities. As noted in SECTION 2.1.1(b) and subject to SECTION 3.4 hereof, Buyer will be entitled to withhold from the Closing Cash Payment the sum of $331,862 (the "WITHHELD AMOUNT"), which will be handled and disbursed as follows:
(a) At the Closing, the sum of $71,772 will be paid to the Los Angeles County Assessor to pay accrued but unpaid taxes assessed against the Real Property (the "Real Property Taxes"), the sum of $50,000 will be paid to A.M. Razo, Xxc. (the "AMR Payment"), and an amount of not in excess of $10,200.00 will be paid to Normxx X. Xxxxxx, X.B.A. "A-1 Neon
Closing Date Liabilities. (a) Seller and the Shareholders represent and warrant that, to the best of Seller's and Shareholders' knowledge and belief after diligent inquiry, all of Seller's liabilities, as of the Closing Date are listed on the Schedule of Liabilities attached hereto as Schedule 6(a) (the "LISTED LIABILITIES"). For
Closing Date Liabilities. 3.3(b) Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4.11(b)(v) Collected Accounts Receivable. . . . . . . . . . . . . . . . . . .3.3(c) Collection Period. . . . . . . . . . . . . . . . . . . . . . . . .3.3(a) Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . .3.1(a) Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
