Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following, and only the following, liabilities of Seller with respect to the Business:
(a) trade accounts payable as of the Closing Date to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accounts Payable”);
(b) all accrued and unpaid expenses as of the Closing Date to the extent incurred in the ordinary course of business and included on the Closing Statement (the “Accrued Expenses”), including accrued salaries, wages and vacation pay with respect to those employees of Seller who become employees of Buyer immediately after the Closing;
(c) liabilities and obligations of Seller (other than obligations to pay amounts accrued as of the Closing unless such liabilities and obligations are reflected in the calculation of Final Working Capital) under any purchase order, sales order, lease, license, agency and distributorship agreement or other agreement or commitment of any kind (x) by which Seller is bound on the Closing Date and (y) which is either (i) set forth on Schedule 6.13 or Schedule 6.19 of the Disclosure Schedule or (ii) was made in the ordinary course of business (but in each case, only to the extent such liabilities and obligations relate to performance after the Closing Date or are reflected in the calculation of Final Working Capital);
(d) all liabilities of Seller set forth on the face of the balance sheet included in the Latest Financial Statements (rather than in any notes thereto);
(e) all liabilities of Seller that have arisen after the Latest Financial Statements in the ordinary course of business (but in each case only to the extent such liabilities are reflected in the calculation of Final Working Capital); and
(f) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements included in Purchased Assets. Notwithstanding anything else contained in this Agreement to the contrary, Buyer shall not assume any liabilities relating to the categories of medical insurance or general insurance as described in the definition of “Working Capital” contained in Section 1.1 above.
Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following, and only the following, liabilities of the Selling Entities:
(a) trade accounts payable for Inventory purchases as of the date hereof, marketing accruals as of the date hereof, such as advertising and trade show expenses, facility related expenses as of the date hereof, such as utilities, telephone, repairs, maintenance and like items, in each case, to the extent, and only to the extent, set forth on the Closing Balance Sheet (as defined herein);
(b) liabilities of the Selling Entities under any written purchase order and sales order and the agreements or commitments listed on EXHIBIT B attached hereto, to the extent such liabilities relate to performance after the date hereof; and
(c) liabilities of the Selling Entities under any Permits and Environmental Permits which were issued to the Selling Entities in the ordinary course of business prior to the date hereof and which are assigned or transferred to Purchaser pursuant to the provisions hereof, to the extent such liabilities relate to performance after the date hereof.
Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following, and only the following, liabilities of Seller:
(a) liabilities of Seller under any written purchase order; sales order; lease; service, supply or other agreement or commitment of any kind by which Seller is bound on the Closing Date (as herein defined), which was made prior to Closing in the ordinary course of business and which Purchaser has reviewed and accepted in accordance with the provisions of Sections 1.2(d), (g), (j) and (o) hereof, in each case only to the extent such liabilities accrue and relate to performance after the Closing Date;
(b) liabilities of Seller under any Permits or Environmental Permits with respect to the Business or any of the Purchased Assets, which were issued to Seller in the ordinary course of business prior to the Closing Date and which are assigned or transferred to Purchaser pursuant to the provisions hereof, to the extent such liabilities relate to performance after the Closing Date; and
(c) liabilities and obligations of Seller under or with respect to any marketing and groups sales arrangements, and guest rooms, banquet, conference or convention reservations, bookings, contracts or similar commitments incurred or made in the ordinary course of Seller's business and existing as of the Closing Date, to the extent the same relate to performance or guests' presence at the Hotel after the Closing Date.
Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following Liabilities of the Sellers:
(a) trade accounts payable of the Sellers as of the Closing Date to the extent included in the calculation of the Net Working Capital as of the Closing Date, however, excluding any amounts relating to checks issued by the Sellers and authorized automatic account withdrawals outstanding on or prior to the Closing Date;
(b) all accrued and unpaid expenses of the Sellers as of the Closing Date to the extent included in the calculation of the Net Working Capital as of the Closing Date; and
(c) Liabilities of the Sellers under any Assigned Contracts to the extent such Liabilities (i) are payable or performable after the Closing Date (including performance obligations related to Assigned Contracts executed or effective prior to the Closing Date); (ii) do not arise from or relate to any breach or default by any of the Sellers of any provision of any such Assigned Contract; (iii) do not arise from or relate to any event, circumstance, or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach or default of any such Assigned Contract; and (iv) are ascertainable solely by reference to the express terms of such Assigned Contracts. For the avoidance of doubt, Buyer is assuming from TelWorx only, each Employee Benefit Plan maintained by TelWorx as of the Closing Date, which TelWorx Employee Benefit Plan(s) are detailed on Schedule 5.21(a) of the Disclosure Letter.
Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following, and only the following, liabilities of Seller with respect to the Business:
(a) in accordance with Section 9.2(c), liabilities for any vacation benefits that are accrued but not taken;
(b) liabilities and obligations of Seller under any purchase order, sales order, lease, license, agency and distributorship agreement or other agreement or commitment of any kind (x) by which Seller is bound on the Closing Date and (y) which is either (i) set forth on Schedule 6.9 or (ii) was made in the Ordinary Course of Business (but in each case, only to the extent such liabilities and obligations relate to performance after the Closing Date);
(c) all liabilities and obligations of Seller for property, ad valorem and other similar Taxes that relate to the Business to the extent such Taxes are allocated under Section 4.4 to the period that ends after the Closing Date and Taxes to be paid by Buyer under Section 10.5;
(d) all obligations assumed by Buyer pursuant to Article IX of this Agreement;
(e) all obligations of Seller arising or becoming due after the Closing Date under the agreements, contracts, leases, licenses, and other arrangements included in the Purchased Assets and set forth on Schedule 6.9.
Description of Assumed Liabilities. From and after the Closing Date, ---------------------------------- Digex agrees to assume and pay all Operational Costs incurred.
Description of Assumed Liabilities. [Insert specific language for each Buyer] ASSIGNMENT OF SERVICEMARKS AND TRADEMARKS made and entered into on the 6th day of December 2002, by _____________, an Oklahoma corporation ("Assignor"), to __________, a Nevada limited liability company ("Assignee").
Description of Assumed Liabilities. The Assumed Liabilities shall consist of the following, and only the following, liabilities of Sensor:
(a) trade accounts payable for Inventory purchases as of the date hereof, marketing accruals as of the date hereof, such as advertising and trade show expenses, facility related expenses as of the date hereof, such as utilities, telephone, repairs, maintenance and like items, in each case, to the extent, and only to the extent, set forth on the Closing Balance Sheet (as defined herein);
(b) liabilities of Sensor under any written purchase order and sales order and the agreements or commitments listed on EXHIBIT B attached hereto, to the extent such liabilities relate to performance after the date hereof; and
(c) liabilities of Sensor under any Permits (as defined herein) and Environmental Permits (as defined herein) which were issued to Sensor in the ordinary course of business prior to the date hereof and which are assigned or transferred to Purchaser pursuant to the provisions hereof, to the extent such liabilities relate to performance after the date hereof.
Description of Assumed Liabilities. On the terms and subject to the conditions of this Agreement, Purchaser shall assume as of the Closing Date, and agree to pay and discharge in due course thereafter, and otherwise to perform in accordance with their requirements, the following, and only the following, debts, liabilities and obligations of the Company (the “Assumed Liabilities”) but only to the extent they are not Retained Liabilities:
3.1.1. deferred revenue obligations arising out of, accruing or resulting from the operation of the Business, the sale of Products (including services), or the use, ownership or operation of the Purchased Assets, in each case prior to the Closing Date, but only to the extent that such current liabilities were incurred in the Ordinary Course of Business and are included in the calculation of the Closing Date Net Working Capital;
3.1.2. obligations accruing after the Closing Date in respect of the Assumed Contracts which are assigned and transferred to, and assumed by, Purchaser at Closing (other than liability arising out of or relating to a breach or default occurring prior to the Closing Date); and
3.1.3. obligations to the Company’s customers under the written warranty policy attached to Schedule 6.17.4 given by the Company to its customers in the Ordinary Course of Business prior to the Closing Date in connection with Products sold or manufactured by the Company prior to the Closing Date, but only to the extent included in the calculation of the Closing Date Net Working Capital; provided however, that the cost of satisfying any warranty claims attributable to sales or Products manufactured prior to the Closing in excess of $5,000 (the amount included in the calculation of the Closing Date Net Working Capital) shall be borne by Sellers so long as the resolution of each such warranty claim is subject to Sellers’ consent (not to be unreasonably withheld) with the amount thereof to be paid by Sellers to the Purchaser first from the Escrow Amount, if any, second by deduction from any amounts payable to Sellers as provided in Section 4.4 if and to the extent finally determined but not yet paid, or third by wire transfer or delivery of other immediately available U.S. funds.
Description of Assumed Liabilities. The following leases: United Leasing for a 2005 Chevrolet Silverado for a period of three (3) years commencing February 23, 2009 and ending February 22, 2012 at $328.87 per month.
