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. Except as otherwise expressly provided in this Agreement and the other Transaction Documents:
Liabilities of the Business. 8.1The 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. 13.1 The Buyer shall pay, satisfy and discharge all the debts, liabilities and obligations relating to the Business arising on or after Completion and shall at all times keep the Seller and the Administrators indemnified against the same and all actions, proceedings, costs, damages, claims and demands in respect thereof.
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. 36 12. RECEIVABLES.............................................................................. 37 13. CONTRACTS................................................................................ 37 14. EMPLOYEES................................................................................ 38 15.
Liabilities of the Business. 11.1 RoweCom shall:-
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. 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 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.
