Closing Liabilities. All Liabilities of the Business (other than Retained Liabilities) to the extent (A) resulting from events or conditions occurring following the Transfer Time or (B) arising out of the Assets and occurring after the Transfer Time.
Closing Liabilities. “Designated Pre-Closing Liabilities” shall mean: (a) any Closing Date Indebtedness which did not reduce the Purchase Price pursuant to Section 1.3; (b) any Closing Company Transaction Expenses which did not reduce the Purchase Price pursuant to Section 1.3; (c) any claims against the Acquired Companies by officers and directors of the Acquired Companies for indemnification relating to any acts or omissions occurring prior to the Closing; and (d) any liabilities arising out of or relating to any Excluded Subsidiaries or the Pre-Closing Reorganization.
Closing Liabilities. At the Closing, the Acquired Companies shall be subject only to the following liabilities and obligations (the "Closing Liabilities):
(a) the Funded Debt (including the current portion thereof) subject, however, to the provisions of Section 2.8 hereof;
(b) the obligations arising after the Closing Date with respect to the Real Estate Leases and the Scheduled Contracts;
(c) the current liabilities of the Acquired Companies in connection with the operation of the Business arising in the Ordinary Course of Business and in existence on the Closing Date (including the payment obligations of the Company arising from satisfaction of the SAR Obligations as set forth in Section 5.8 hereof), including, without limitation, the current liabilities of the Acquired Companies in respect of the Real Estate Leases and the Scheduled Contracts;
(d) the current obligations of the Acquired Companies to employees of the Acquired Companies in respect of (i) compensation, (ii) accrued vacation pay, (iii) sick pay and (iv) other benefits payable on the Closing Date (or with respect to periods through the Closing Date) to such employees pursuant to the Plans disclosed in the Disclosure Letter;
(e) the barter and trade liabilities existing on the Closing Date to the extent that they do not exceed the realizable fair market value of the barter and trade credits and receivables existing on the Closing Date included in the Assets;
(f) the deferred income taxes or other taxes payable or tax returns filed with respect to periods prior to the end of the 1996 fiscal year of the Acquired Companies, but only to the extent reserved for in the Balance Sheet and not paid prior to the Closing Date;
(g) the taxes arising with respect to periods between September 30, 1996 through the Closing Date;
(h) the deferred income liability of the Acquired Companies arising in the ordinary course of the Business and in existence on the Closing Date;
(i) the liabilities arising from the Proceedings disclosed in Part 3.15 of the Disclosure Letter (as supplemented) that do not have a material adverse effect on the Buyer, the Business or the Assets;
(j) the liabilities of the Company arising from the following Proceeding: AFFINITY GROUP PLANS, INC. AND NATIONAL ALLIANCE INSURANCE COMPANY V. XXXXXX X. XXXXXXXX, XXXXXXX X. XXXXXXX, CAMPING WORLD, INC. AND CWI, INC. (Civ. Action No. 4:97CV00209DDN); and
(k) the Company's obligation under the Company's Organizational Documents to indemnity and defend Xxxxxx X. Xxxx...
Closing Liabilities. Any Liability arising out of or resulting from the ownership, operation or control of the Casino Business or the Purchased Assets on or prior to the Closing Date.
Closing Liabilities. The Selling Parties agree to cause all providers of services to the Company relating to the Contemplated Transactions to deliver to the Company their invoices in respect of such services prior to Closing. The Selling Parties shall, on or immediately prior to the Closing, pay all of the Closing Liabilities, which payment shall be made without resorting to or diminishing the Company’s Cash and Cash Equivalents.
Closing Liabilities. On Closing, the Company shall have total Liabilities not exceeding $2,500,000 (excluding the Bridge Loan).
Closing Liabilities a total amount equal to the sum of (i) the $6,800,000 to be paid by the Company pursuant to the agreement with Like Minds, Inc., as described in Section 3.27; (ii) the $350,000 payable by the Company to Quadrille Data Limited, as described in Section 3.27; (iii) $250,000, which shall be applied to the Buyer’s actual out-of-pocket costs associated with its audit and/or review of the Company’s financial statements and tax compliance, (iv) $700,000 payable to Avendus Advisors Pvt Ltd pursuant to the Avendus Letter, (v) $1,000,000, which shall be applied to the Company’s payments to be made to Zensar Technologies Ltd. in connection with the exercise of the Zensar Option described in Section 3.27 and the transactions contemplated by the notice to Zensar Technologies Ltd. described in Section 7.2.15, such amount to be reduced by the amount of any payments made by the Company with respect to such liabilities prior to the Closing (as so reduced, the “Zensar Amount”), (vi) $2,150,000 payable to those persons set forth on Schedule 1.3.6(vi) pursuant to those certain Advisory Agreements between the Company and such persons (the “Advisory Agreements”), and (vii) the amount specified by the Company to Buyer at least two business days prior to Closing representing its out-of-pocket Closing expenses, including the Company’s share of the initial fees of the Escrow Agent and the Company’s share of the Xxxx-Xxxxx-Xxxxxx filing fee pursuant to Section 6.1, to the extent not already paid.
Closing Liabilities. Section 1.3.6(v) of the Stock Purchase Agreement is hereby amended by deleting such clause and replacing it in its entirety with the following: “(v) $811,670, which shall be applied to the Company’s payments to be made to Zensar Technologies Ltd. in connection with the exercise of the Zensar Option described in Section 3.27 and the transactions contemplated by the notice to Zensar Technologies Ltd. described in Section 7.2.15 (the “Zensar Amount”),”.
Closing Liabilities. 15 2.8 ENCUMBRANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Closing Liabilities. Following the Closing, the Surviving Corporation will be responsible and liable for all accounts payable and other expenses and for all other liabilities and obligations of each of the Constituent Corporations which arise in the ordinary course of business prior to the Effective Time.
