Existing Liabilities. Liabilities, direct or contingent, of Consolidated Entities existing on the date of this Agreement that are reflected in Schedule 6.1.2 hereof.
Existing Liabilities. Except as set forth in Section 1.1.2 hereof, neither UCI, Doctor's Care nor UCI of SC assumes any, and hereby expressly disclaims all, obligations or liabilities of Seller, contingent or absolute, including (without limitation) liabilities for (i) federal or state income, payroll, property, or sales taxes for any period, or (ii) any tort, contract, or statutory liability resulting from or alleged to have resulted from the Business prior to the Effective Date or operations of Seller prior to Effective Date, except for the obligations arising and maturing after the Effective Date to perform under those contracts expressly assumed by UCI of SC hereunder, if any. All property taxes assessed against the Assets sold, and Premises leased hereunder, hereby shall be prorated as of the Effective Date, and Seller shall promptly pay when due, or reimburse UCI of SC for, all such taxes which remain the Seller's responsibility.
Existing Liabilities. Any liability or obligation that a Party has as of the date of the Parties’ Marriage, whether contractual, tort, or otherwise, will be the separate liability or obligation of that Party, and only that Party’s separate property will be subject to satisfying the liability or obligation.
Existing Liabilities. Neither UCI, Doctor's Care nor UCI of SC assumes any, and hereby expressly disclaims all, obligations or liabilities of Seller, contingent or absolute, including (without limitation) liabilities for (I) federal or state income, payroll, property, or sales taxes for any period, or (ii) any tort, contract, or statutory liability resulting from or alleged to have resulted from the Business prior to the Effective Date or operations of Seller prior to Effective Date, except for the obligations arising and maturing after the Effective Date to perform under those contracts expressly assumed by Buyer hereunder. All property taxes assessed against the Assets solely hereby shall be prorated as of the Effective Date.
Existing Liabilities. Liabilities, direct or contingent, of Borrower Entities existing on the date of this Agreement that are reflected in the Financial Statements, subject to additional specific limitations set forth below.
Existing Liabilities. As of the Closing Date, the existing liabilities of CIC do not exceed $250,000, including, without limitation, all of CIC’s accounts payable, taxes of any kind or nature (whether due or to become due) and any outstanding legal or other fees, costs and expenses, all as incurred prior to the Closing Date.”
Existing Liabilities. The termination of this Agreement shall not affect the liability of one Party to the other existing at the time of termination and settlement of all outstanding business shall be upon the same terms as if this Agreement had not been terminated. In particular, upon termination of this Agreement, (i) all unfilled orders of SHI acknowledged and accepted by GSLI before such termination shall be fulfilled and paid for in accordance with the terms of this Agreement; and (ii) GSLI shall continue to supply spare parts (at GSLI's standard OEM supplier prices) for Standard Lasers sold by SHI or incorporated in SHI Products pursuant to sections 2.3, such obligation to continue for a period of seven years after the termination date.
Existing Liabilities. Seller, NJ Doctors and NY Doctors shall be responsible for all obligations with respect to the Assets, the NJ Assets and the NY Assets and the operation of their respective businesses which have accrued and/or resulted from actions or omissions of Seller, NJ Doctors and/or NY Doctors at or prior to the Apportionment Time.
Existing Liabilities. AAQS shall be responsible for any and all outstanding liabilities, direct or contingent, arising out of AAQS’ business prior to Closing and shall have terminated the existing employment agreements listed on Schedule 2.09 and paid all liabilities due thereunder. AAQS shall have paid all liabilities arising out of AAQS’ business prior to Closing, including, without limitation, the indebtedness to related parties.
Existing Liabilities. Liabilities, direct or contingent, of Borrower existing on the date of this Agreement that are reflected in the Financial Statements.
