Maximum Liabilities. Immediately prior to Closing, other than professional fees, ATC will not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $165,000, which have not been paid or discharged at that time.
Maximum Liabilities. Immediately prior to Closing, Genesis will not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which have not been paid or discharged at that time.
Maximum Liabilities. In no event shall the maximum ------------------- aggregate liability of the Selling Parties with respect to all claims under this Article IX exceed the aggregate amount of the Purchase Price.
Maximum Liabilities. The Closing Net Liability Amount shall not be greater than $33,950,000. "Closing Net Liability Amount" means the sum of: (i) the aggregate amount of the liabilities, other than the current liabilities of the Company and its Subsidiaries, (ii) the aggregate amount of the current portions of all non-current liabilities of the Company and its Subsidiaries (e.g., the portion, if any, of the principal amount of any long-term indebtedness of the Company which is classified under generally accepted accounting principles as a current liability by virtue of the fact that such portion is due and payable within one year of the time in question), (iii) without duplication of any amount described in clause (ii) above, the aggregate amount of all unpaid accrued interest which is part of the current liabilities of the Company and its Subsidiaries, and (iv) the excess, if any, of the aggregate amount of the current liabilities of the Company and its Subsidiaries not described in clause (ii) or clause (iii) over the aggregate amount of the current assets of the Company and its Subsidiaries; in each of the foregoing cases determined on a consolidated basis as of the time of the Closing in accordance with generally accepted accounting principles; (i)
Maximum Liabilities. (i) The maximum aggregate liability of the Sellers in respect of any and all Claims shall not exceed the Purchase Price.
(ii) Without prejudice to paragraph (i) above, the aggregate liability of the Sellers for Warranty Claims (other than in respect of any of the Critical Warranties and the Tax Warranties for which this paragraph (ii) shall not apply) shall not exceed 50% of the Purchase Price.
Maximum Liabilities. Immediately prior to Closing, Puppy Zone will not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $15,000, which have not been paid or discharged at that time.
Maximum Liabilities. Immediately prior to Closing, other than professional fees, ECOSYS will not have any net liabilities or net obligations either direct or indirect, matured or un-matured, absolute, contingent or otherwise, after taking into account ECOSYS’s cash and cash equivalents and receivables, that could in the aggregate exceed $60,000 which have not been paid or discharged at that time.ECOSYS has disclosed to the AMZO boardthat it has an outstanding obligation in the form of a convertible promissory note. ECOSYS has disclosed that the terms and conditions of the Convertible Note has a provision that allows for the conversion of the debt into common stock at par $.001 which, if fully converted, would increase the Common stock by sixty million (60,000,000) shares.
Maximum Liabilities. The sum of (i) the Closing Liabilities, (ii) Indebtedness of the Company and its Subsidiaries that remains (or is expected to remain) outstanding as of immediately prior to the anticipated Closing, (iii) the Transaction Expenses that remain (or are expected to remain) outstanding as of immediately prior to the anticipated Closing, (iv) the Escrow Amount and (v) the Expense Fund Amount shall not exceed an amount equal to (x) $125,000,000 plus (y) an amount equal to the Cash and Cash Equivalents (excluding Restricted Cash) included in the calculation of the Aggregate Share Value; provided, that if the Estimated Net Adjusted Working Capital is negative, the amount of Cash and Cash Equivalents shall be reduced by the difference between zero and the Estimated Net Adjusted Working Capital for purposes of this clause (y).
Maximum Liabilities. Buyer shall be satisfied that the aggregate sum of (i) Indebtedness for Borrowed Money, (ii) Intercompany Debt, (iii) Financing Leases, (iv) Accounts Payable, (v) Accrued Liabilities, (vi) bank drafts payable as of the Closing Date, and (vii) the excess of Intercompany Accounts Payable over Intercompany Accounts Receivable does not exceed Twenty Eight Million Two Hundred Thousand Dollars ($28,200,000). Notwithstanding the above, if any of the conditions set forth in this Article VII have not been satisfied, Buyer may in its sole discretion elect to proceed with the consummation of the transactions contemplated hereby.
Maximum Liabilities. Borrower's ratio of Total Liabilities to Net Worth shall not exceed 1.0:1.
