Common use of Payment of Liabilities Clause in Contracts

Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities of Seller, including any Liability for Taxes, other than Assumed Liabilities; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting in good faith.

Appears in 3 contracts

Samples: Asset Purchase Agreement (POSITIVEID Corp), Asset Purchase Agreement (Bio Rad Laboratories Inc), Asset Purchase Agreement (Bio Rad Laboratories Inc)

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Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities of SellerSeller relating to the Business, including the Excluded Liabilities and any Liability for TaxesTaxes relating to the Business, other than Assumed Liabilities; provided, however, this covenant shall not apply to that portion (or all) of any debt or Liability that Seller is contesting in good faith. Following the Closing Date, Buyer shall pay promptly when due all Assumed Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Seracare Life Sciences Inc), Asset Purchase Agreement (Boston Biomedica Inc)

Payment of Liabilities. Following the Closing Date, Seller shall ---------------------- pay promptly when due all of the debts and Liabilities of Seller, including any Liability for Taxes, other than Assumed Liabilities; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting in good faith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Whittaker Corp), Asset Purchase Agreement (Whittaker Corp)

Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities of Seller, including any Liability Seller for Taxes; provided, other than however, this covenant shall not apply to that portion (or all) of any Tax that Seller is contesting in good faith. Following the Closing Date, Buyer shall pay promptly when due all of the Assumed Liabilities; provided, however, this covenant shall not apply to that portion (or all) of any debt Liability that Seller Buyer is contesting in good faith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextera Enterprises Inc)

Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities of Seller, including any Liability for Taxes, other than Assumed Liabilities; provided, -------- however, this covenant shall not apply to that portion (or all) of any debt that ------- Seller is contesting in good faith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Drkoop Com Inc)

Payment of Liabilities. Following the Closing Date, Seller ---------------------- shall pay promptly when due all of the debts and Liabilities liabilities of Seller, including any Liability for Taxes, Seller relating to the Business other than Assumed Liabilities, including without limitation any accounts payable not assumed by Buyer and any liability of Seller for Taxes; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting disputing in good faithfaith and gives prompt notice to Buyer of such dispute.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rental Service Corp)

Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due due, consistent with past practice, all of the debts and Liabilities liabilities of SellerSeller relating to the Business incurred on or prior to the Closing Date, including any Liability liability for Taxes, other than the Assumed Liabilities; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting in good faith.

Appears in 1 contract

Samples: Asset Purchase Agreement (NTN Buzztime Inc)

Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities of Seller, including any Liability for Taxes, other than Assumed Liabilities; providedPROVIDED, howeverHOWEVER, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting in good faith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eco Soil Systems Inc)

Payment of Liabilities. Following the Closing Date, Seller shall ---------------------- pay promptly when due all of the debts and Liabilities of Seller, including any Liability for Taxes, other than Assumed Liabilities; provided, however, this covenant shall not apply to that portion (or all) of any debt Liability for Taxes that Seller is contesting in good faith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fays Inc)

Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities liabilities of Seller, including any Liability for TaxesSeller relating to the Business, other than Assumed Liabilities, including without limitation any accounts payable not assumed by Buyer and any liability of Seller for Taxes; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting disputing in good faithfaith and gives prompt notice to Buyer of such dispute.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nupo Innovations Inc)

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Payment of Liabilities. Following the Closing Date, Seller Sellers ---------------------- shall pay promptly when due all of the debts and Liabilities liabilities of Seller, including any Liability for TaxesSellers relating to the Business, other than Assumed Liabilities, including without limitation any accounts payable not assumed by Buyer and any liability of Sellers for Taxes; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting Sellers are disputing in good faithfaith and gives prompt notice to Buyer of such dispute.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rental Service Corp)

Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities liabilities of SellerSeller relating to the Business, including any Liability liability for Taxes, other than Assumed Liabilities; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting in good faith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eco Soil Systems Inc)

Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities of Seller, including any Liability for Taxes, other than Assumed Liabilities; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting in good faith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Protein Databases Inc /De/)

Payment of Liabilities. Following the Closing Date, Seller ---------------------- shall pay promptly when due all of the debts and Liabilities liabilities of Seller, including any Liability for TaxesSeller relating to the Business, other than Assumed Liabilities, including without limitation any accounts payable not assumed by Buyer and any liability of Seller for Taxes; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting disputing in good faithfaith and gives prompt notice to Buyer of such dispute.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rental Service Corp)

Payment of Liabilities. Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities liabilities of Seller, including any Liability liability for Taxes, other than Assumed Liabilities; provided, however, this covenant shall not apply to that portion (or all) of any debt that Seller is contesting in good faith.

Appears in 1 contract

Samples: Assets Purchase and Sale Agreement (Amcon Distributing Co)

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