Permitted Liabilities. AFE and the Subsidiaries have no liabilities other than (i) those reflected on the consolidated balance sheet of each respective entity, dated as of March 31, 2010 (collectively, the “Balance Sheets”) and (ii) liabilities incurred in the ordinary course of AFE’s and the Subsidiaries’ business related to the Real Property or Improvements from April 1, 2010 through the Effective Date, which ordinary course liabilities (A) shall not materially exceed the corresponding line items for such ordinary course liabilities set forth in the Balance Sheets except for accrued tax liabilities in an amount not to exceed $135,000.00 for the month of April, 2010 and (B) are subject to Purchaser’s consent rights otherwise contained in this Agreement (items (i) and (ii) of this Section 9.1.21 are referred to herein collectively as, the “Permitted Liabilities”), which Permitted Liabilities shall be paid prior to or at Closing except for (x) Permitted Liabilities prorated in accordance with the terms of this Agreement and (y) if Purchaser acquires the Membership Interests with the GE Bridge Loan, those Permitted Liabilities relating to the GE Loan.
Permitted Liabilities. Schedule 6.13
Permitted Liabilities. TWT shall have no liabilities other than the Permitted Liabilities on its balance sheet as of the Closing Date.
Permitted Liabilities. At the Closing, ante4 will have no Liabilities of any nature other than the Permitted Liabilities listed on Schedule 4.4.
Permitted Liabilities. Liabilities of the Parent, the Borrowers and the Brookstone Subsidiaries for (a) state franchise, income and unemployment tax liabilities, employee withholding, accrued liabilities for employee salaries, wages, and accrued vacation, personal property taxes, and sales and use taxes incurred in the ordinary course of business, (b) without limitation of clause (a) above, accounts payable and accrued liabilities (other than for inventory purchases), incurred in the ordinary course of business, in an aggregate amount not to exceed $25,000,000 at any time outstanding, (c) indebtedness of the Company, GE, GE Purchasing and Purchasing for inventory purchased in the ordinary course of business , (d) intercompany indebtedness and liabilities among the Parent, the Borrowers and the Brookstone Subsidiaries incurred in the ordinary course of business, and (e) liabilities of the Borrowers and the Brookstone Subsidiaries under leases for real property.
Permitted Liabilities. At the Closing, MCT Holding will have no liabilities of any nature other than the Permitted Liabilities listed on Schedule 3.10(c).
Permitted Liabilities. IVIP shall pay in full or cause to have settled all of the Permitted Liabilities by May 31, 2003.
Permitted Liabilities. The borrower shall not incur any liabilities other than the permitted liabilities.
Permitted Liabilities. The liabilities and obligations of each of the respective Subsidiaries with respect to the Business which are described in this Section 1.7 are referred to herein as the "Permitted Liabilities." The Permitted Liabilities shall consist of the following, and only the following, liabilities of the Subsidiaries with respect to the Business:
(a) accounts payable as of the Closing Date (but only to the extent such accounts payable are primarily attributable to the Business and would be reflected on a balance sheet of the Business prepared in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the Financial Statements (as defined herein), as modified or supplemented pursuant to Schedule 1.11, including accounts payable to Parent and its Affiliates under the Intercompany Accounts to the extent that such liabilities arise out of sales of Fixed Assets, parts or supplies to the Business or provision of service for Fixed Assets and only to the extent that such liabilities were determined on a basis that was not less favorable to the Business than an arms'-length basis;
(b) all accrued and unpaid expenses as of the Closing Date, including, without limitation, accrued vendor payables, accrued salaries, wages, payroll taxes, bonuses, vacation pay and employee benefits, and accrued and unpaid expenses payable to Parent or the Subsidiaries under the Intercompany Accounts, but only to the extent such accrued expenses relate primarily to the Business and would be reflected on a balance sheet of the Business prepared in accordance with GAAP applied in a manner consistent with the Financial Statements (as defined herein), as modified or supplemented pursuant to Schedule 1.11, but excluding accrued bonuses with respect to periods ending on or prior to March 31, 1999;
(c) liabilities arising after the Closing Date of any of the Subsidiaries under any written purchase order, sales order, operating lease, agreement or commitment of any kind (other than capitalized leases) relating primarily to the Business by which any of the Subsidiaries is bound, which have not been performed prior to the Closing Date, which is assigned to any of the New Subsidiaries and which is set forth in the Disclosure Schedule (or which is not required to be set forth thereon) pursuant to this Agreement;
(d) liabilities of any of the Subsidiaries arising from events on or after the Closing Date under any Permits (as herein defined) and Environ...
Permitted Liabilities. The indebtedness under the Facility; (b) normal operating liabilities such as trade accounts payable, accrued expenses, taxes payable, lease obligations, customer deposits and estimated cost to complete; (c) reimbursement obligations under surety bonds; (d) monies owed pursuant to the terms of any Swap that is contracted by Borrower with respect to the Facility; and (e) liabilities associated with financings other than the Facility for the Borrower’s real estate business, including, without limitation,acquisition of land, Finished Lots or for-sale residential housing developments. Person. Any natural person, entity, corporation, limited liability partnership or company, unincorporated organization, trust, joint-stock company, joint venture, association, company, partnership or government, or any agency or political subdivision of any government.
