Liabilities of the Business Sample Clauses
Liabilities of the Business. Except as otherwise expressly provided in this Agreement and the other Transaction Documents:
(a) the Purchaser will be responsible for all Liabilities incurred by it in connection with the conduct of the Business after Completion and the Purchaser must indemnify the Vendor against all such Liabilities; and
(b) from Completion the Purchaser accepts and assumes Liability in respect of the Trade Creditors and must indemnify the Vendor in respect of all Liabilities arising in respect of the Trade Creditors. 7161296 35 Business Sale Agreement
Liabilities of the Business. Buyer agrees to assume the Assumed Liabilities but only for periods from and after the Closing Date and thereafter to pay, perform and discharge such Assumed Liabilities in full, in accordance with their terms; provided, however, that Buyer may in good faith contest or cause to be contested the amount or validity thereof, and Sellers agree to provide reasonable assistance to Buyer to enable Buyer to contest such claims. Notwithstanding anything contained in this Agreement to the contrary, (i) Buyer shall not assume or become liable for any Retained Liability and (ii) Sellers shall pay, satisfy and perform all of the Retained Liabilities regardless of any disclosures made or exceptions noted with respect thereto in this Agreement or any other document executed or delivered by Sellers in connection with the transactions contemplated hereby.
Liabilities of the Business. The Business does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by generally accepted accounting principles to be reflected on a balance sheet of the Business or in the notes thereto, except (i) as disclosed or referred to in Schedule 3.04 or any other Schedule hereto (or in any of the documents listed in a Schedule hereto), (ii) for liabilities and obligations incurred in the ordinary course of the Business consistent with past practice, (iii) for Taxes, (iv) for liabilities and obligations which are not required to be disclosed in a Schedule hereto (as for example because the making of the representation or warranty is disclaimed or because the 13 liability involved an amount which is less than the threshold above which disclosure is required) and (v) for liabilities or obligations which would not have a Business Material Adverse Effect.
Liabilities of the Business. XXXXX CO agrees to assume the Assumed Liabilities at the Closing Date and thereafter to pay, perform and discharge such Assumed Liabilities in full, in accordance with their terms.
Liabilities of the Business. 11.1 RoweCom shall:-
(a) with effect from the Completion Date assume responsibility for and indemnify Xxxxxx against the payment or performance of the Assumed Liabilities;
(b) without prejudice to clause 11.1(a), with effect from the Completion Date shall pay or perform the Assumed Liabilities in accordance with practice similar to the present performance of the relevant member of the Xxxxxx Group in the payment, or as the case may be, the performance of the Assumed Liabilities;
(c) procure the cancellation at Completion of those securities or guarantees given in respect of the Assumed Liabilities by a member of the Xxxxxx Group or by any third party, which have been expressly specified in the Disclosure Letter and, where necessary, use all reasonable endeavours to arrange for equivalent guarantees to be issued to the beneficiaries. RoweCom shall indemnify Xxxxxx and the Xxxxxx Group against any claim, liability, cost or expense incurred by Xxxxxx or the Xxxxxx Group in respect of any such guarantee to the extent it relates to or arises from the Assumed Liabilities or any failure by RoweCom to comply with its obligations under this clause 11.1(c); and
(d) pay, satisfy and discharge all debts, liabilities and obligations incurred by any member of the Xxxxxx Group in connection with the Asset Businesses after Completion and indemnify the Xxxxxx Group against its failure to do so.
11.2 Subject to clause 11.1 nothing in this agreement shall pass to RoweCom or any member of the RoweCom Group or be construed as an acceptance by RoweCom of any liability (whether accrued, absolute, contingent, known or unknown) for anything done or omitted to be done before Completion in the course of or in connection with the Business or the Assets.
Liabilities of the Business. BUYER CO agrees to assume the Assumed Liabilities at the Closing Date and thereafter to pay, perform and discharge such Assumed Liabilities in full, in accordance with their terms.
Liabilities of the Business. The Sellers have no liabilities or obligations relating to the Business or the Purchased Assets except: (i) to the extent reflected in the April 1, 2000 Statement; (ii) to the extent specifically set forth herein or incorporated herein by express reference in the Disclosure Schedule attached hereto; and (iii) current liabilities incurred in the Ordinary Course of Business since the April 1, 2000 Statement.
Liabilities of the Business. The Business does not --------------------------- have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by generally accepted accounting principles to be reflected on a balance sheet of the Business or in the notes thereto, except (i) as disclosed or referred to in Schedule 3.04 or any other Schedule hereto (or in any of the documents listed in a Schedule hereto), (ii) for liabilities and obligations incurred in the ordinary course of the Business consistent with past practice, (iii) for Taxes, (iv) for liabilities and obligations which are not required to be disclosed in a Schedule hereto (as for example because the making of the representation or warranty is disclaimed or because the liability involved an amount which is less than the threshold above which disclosure is required) and
Liabilities of the Business. 1The Seller shall remain liable for all the Liabilities. Accordingly, the Seller hereby indemnifies the Purchaser against all loss, damages or expense which the Purchaser may suffer as a result of or which may be attributable to any liability of the Business, whether actual or contingent, the cause of which arose prior to the Effective Date and any claims or liabilities (including claims or liabilities for consequential loss) as a result of any breach of contract occurring prior to the Effective Date.
Liabilities of the Business. The LLC will assume solely those Liabilities of IMX incurred in the Ordinary Course and related to the Business which are set forth on Schedule 2.3. OTHER THAN THOSE LIABILITIES EXPRESSLY SET FORTH ON SCHEDULE 2.3, LLC SHALL NOT ASSUME ANY LIABILITIES OF IMX, THE BUSINESS, IMX'S SHAREHOLDERS OR ANY PREDECESSOR THEREOF OR ANY OTHER PERSON, WHETHER OR NOT RELATED TO THE CONTRIBUTED ASSETS, INCLUDING ANY LIABILITIES FOR ANY PREVIOUS OR SUBSEQUENT OPERATIONS OF IMX OCCURRING PRIOR TO, ON OR SUBSEQUENT TO THE CLOSING. NO OTHER STATEMENT IN OR PROVISION OF THIS AGREEMENT AND NO OTHER STATEMENT, WRITTEN OR ORAL, ACTION, OR FAILURE TO ACT INCLUDES OR CONSTITUTES ANY SUCH ASSUMPTION OR AGREEMENT, AND ANY STATEMENT TO THE CONTRARY BY ANY PERSON IS UNAUTHORIZED AND HEREBY DISCLAIMED.