Liabilities and Excluded Assets Sample Clauses

Liabilities and Excluded Assets. In connection with this BTA Singapore, the Excluded Assets referred to in Section 9.1 of the Master Agreement means the assets of Seller other than the Transferred Assets, and the Excluded Liabilities referred to therein means the liabilities of Seller (whether known or unknown, express or implied, primary or secondary, direct or indirect, accrued or non-accrued, absolute or contingent or otherwise, whether due or to become due and whether arising before or after the Closing, including indemnification liabilities, product warranty or other contingent liabilities related to products sold to customers) other than the Assumed Liabilities. 1.
Sample 1
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Liabilities and Excluded Assets. Buyer shall not assume and shall not be obligated to pay, perform and discharge any obligations or liabilities of Seller arising in connection with the Assets or otherwise. As a result of this Agreement, Buyer shall not obtain the right, title or interest in (i) Seller’s cash on hand or in any bank accounts, or (ii) any accounts receivable for sales or other transactions that arose or were entered into prior to the Closing Date (collectively the “Excluded Assets”).
Sample 1
Liabilities and Excluded Assets. As of the Closing, Company shall not have any liabilities of Shareholders or the Company except Current Liabilities and the Long Term Liabilities of the Company set forth in SECTION 1.04 of the Disclosure Schedule. SECTION 1.04 of the Disclosure Schedule sets forth Shareholders' approximation of the Long Term Liabilities including all amounts required to be paid under any equipment leases in order for the Company to obtain free and clear title and ownership to all of the assets of the Company (collectively, the "Assumed Liabilities"). Within sixty (60) days after the Closing Date Parent shall provide Shareholders with a report showing the actual assumption or payoff amounts as of the Closing Date (the "Final Payoff Report"). If the actual payoff amounts calculated as of the Closing Date are greater than the amount set forth on SECTION 1.04 of the Disclosure Schedule, then the difference shall be paid by Shareholders to Parent, in Parent Stock, within five (5) days of Shareholders approval or deemed approval of the Final Payoff Report. If the actual payoff amounts calculated as of the Closing Date is less than the amount set forth on SECTION 1.04 of the Disclosure Schedule, then the difference shall be paid by Parent to Shareholders, in Parent Stock, within five (5) days of Shareholders approval or deemed approval of the Final Payoff Report. Shareholders agree to use their best efforts, in cooperation with Subsidiary and Parent, to obtain statements from each of the lenders or lessors of the equipment showing the final pay-off amount, on or before Closing. Notwithstanding anything to the contrary herein, the Company shall not have any Long Term Liabilities at the closing in excess of $1,300,000. If within thirty (30) days following the delivery of the Final Payoff Report, Shareholders have not given Parent notice of their objection to the Final Payoff Report (such notice must contain a statement of the basis of Shareholders' objection), then the Final Payoff Report will be deemed final. If Shareholders give such notice of objection, then the issues in dispute will be submitted to Ernst & Young, certified public accountants (the "Resolution Accountants") for resolution. If issues in dispute are submitted to the Resolution Accountants for resolution, (i) each party will furnish to the Resolution Accountants such work papers and other documents and information relating to the disputed issues as the Resolution Accountants may request and are available to that p...
Sample 1
Liabilities and Excluded Assets. Buyer will assume the existing accounts payable that are estimated as of the Closing Date to be Two Hundred Thousand Dollars ($200,000.00) and the Assumed Contracts. Except for the accounts payable and the Assumed Contracts identified in the previous sentence, Buyer shall not assume and shall not be obligated to pay, perform and discharge any obligations or liabilities of Seller arising in connection with the Assets or otherwise. As a result of this Agreement, Buyer shall not obtain the right, title or interest in Seller’s cash on hand or in any bank accounts (“Excluded Assets”). Seller shall not transfer or assign the permits and licenses which are prohibited from transfer or assignment by law and which are listed in Schedule 3 (“Permits and Licenses”). Buyer acknowledges and agrees that Buyer will be required to apply for and obtain, at its own expense, all the permits and licenses listed in Schedule 3 in Buyer’s own name from the appropriate authority in order to conduct the HTLC Process at the Premises.
Sample 1

Related to Liabilities and Excluded Assets

  • Assumed and Excluded Liabilities (a) The “

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:

  • Liabilities and Litigation Neither the Company nor any Subsidiary of the Company has any material (individually or in the aggregate) liabilities, direct or contingent, except as (a) disclosed or referred to in the Financial Statements, (b) disclosed to the Banks in the Disclosure Statement, (c) disclosed in a notice to Agent pursuant to Section 9.11 with respect to such as could reasonably be expected to have a Material Adverse Effect or (d) not prohibited by applicable provisions of Section 10. Except as (a) described in the Financial Statements, (b) otherwise disclosed to the Banks in the Disclosure Statement, (c) disclosed in a notice to Agent pursuant to Section 9.11 with respect to such as could reasonably be expected to have a Material Adverse Effect or (d) not prohibited by applicable provisions of Section 10, no litigation, legal, administrative or arbitral proceeding, investigation, or other action of any nature exists or (to the knowledge of the Company) is threatened against or affecting the Company or any Subsidiary of the Company which could reasonably be expected to result in any judgment which could reasonably be expected to have a Material Adverse Effect, or which in any manner challenges or may challenge or draw into question the validity of this Agreement, the Notes or any other Loan Document, or enjoins or threatens to enjoin or otherwise restrain any of the transactions contemplated by any of them.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Liabilities Assumed As of the Closing Date, Buyer will assume and agree to pay, discharge and perform, the following obligations and liabilities of Seller (the “Assumed Liabilities”): (a) all obligations of Seller under the Assumed Contracts and Permits, in each case, that arise from and after the Closing Date (except for any obligations that have accrued prior to the Closing Date) and (b) to the extent of such credit, all liabilities for which Buyer receives a credit against the Purchase Price pursuant to Section 3.6; provided, however, that, notwithstanding anything to the contrary in this Agreement, including the definition of “Assumed Contracts” in Article I, the Assumed Liabilities will not include (i) any obligation under an Assumed Contract that does not relate to the operation of the Stations or the Purchased Assets if such Assumed Contract relates to both (x) the operation of the Stations or the Purchased Assets and (y) other assets or operations of Seller or its Affiliates or (ii) if Buyer assumes rights and obligations of Seller under an Assumed Contract by executing a new Contract with the counterparty thereto rather than assuming an existing Assumed Contract, any obligations under the existing Assumed Contract. For clarity, with respect to the LER Agreement, Buyer shall either assume the LER Agreement or enter into a replacement Contract as contemplated by the next sentence of this Section 3.2, in either case, solely to the extent of obligations related to the Stations covered thereby (KTCY-FM and KZMP-FM) or terminate its obligations thereunder and pay the “Buyout Amount” as defined in and calculated under Section 5 of the LER Agreement with respect to KTCY-FM and KZMP-FM (in which event Seller shall cause LER to provide Buyer with an acknowledgment that the LER Agreement has, effective upon receipt of the Buyout Amount, been terminated with respect to such Stations) and, upon payment of the Buyout Amount, the Assumed Liabilities shall not include any obligation under the LER Agreement. Buyer may assume the Assumed Liabilities under an Assumed Contract by executing a new Contract with the counterparty thereto (if acceptable to the counterparty thereto) instead of assuming the existing Assumed Contract.

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