Treatment of Liabilities. The amount of any liability shall be determined for purposes of this Section 4.05 taking into account Section 752(c) of the Code and any other applicable provisions of the Code and the Treasury Regulations.
Treatment of Liabilities. (a) The Final Approval Order shall include a provision that Tower LLC shall be free and clear of all liabilities other than those set forth in this Agreement, under the A&R Loan Agreements and A&R Notes and the New Development Agreement.
(b) Tower LLC shall, after the Closing and the Receiver's resolution of the claims in (i) and (ii) herein, pay to the Receiver’s designee an aggregate amount equal to (i) the amount of Receiver’s final payments to any creditors or claimants other than PCL with respect to the Project up to $1,000,000 in the aggregate, plus (ii) the amount of Receiver’s final payment to PCL resolving its claims, if any, with respect to the Project.
(c) The Final Approval Order shall include a provision that KingCo and the Tower LPs shall be free and clear of all liabilities other than those under the A&R Loan Agreements and A&R Notes, and obligations to repay the EB-5 Investors according to the terms of the A&R Partnership Agreements.
(d) At Closing, Receiver shall withhold from Tower LLC $1,500,000.00 for the benefit of the receivership estate, in full and final satisfaction of any legal, professional, or administrative fees and costs owed to the Receiver or his professionals now or in the future attributable to Binjiang (or its affiliates), Molasky, Tower LLC, Kingco or Tower LPs.
Treatment of Liabilities. For purposes of this paragraph (b)(2)(iv), (1) money contributed by a partner to a partnership includes the amount of any partnership liabilities that are assumed by such partner (other than liabilities described in paragraph (b)(2)(iv)(b)(5) of this section that are assumed by a distributee partner) but does not include increases in such partner's share of partnership liabilities (see section 752(a)), and (2) money distributed to a partner by a partnership includes the amount of such partner's individual liabilities that are assumed by the partnership (other than liabilities described in paragraph (b)(2)(iv)(b)(2) of this section that are assumed by the partnership) but does not include decreases in such partner's share of partnership liabilities (see section 752(b)). For purposes of this paragraph (b)(2)(iv)(c), liabilities are considered assumed only to the extent the assuming party is thereby subjected to personal liability with respect to such obligation, the obligee is aware of the assumption and can directly enforce the assuming party's obligation, and, as between the assuming party and the party from whom the liability is assumed, the assuming party is ultimately liable.
Treatment of Liabilities. (a) In connection with the sale of the Assets to Purchaser, Purchaser will assume only the following liabilities of Seller (collectively, the "Assumed Liabilities"): those obligations of Seller relating to the Assigned Contracts or breaches of any product warranties offered in connection with the Assets arising out of sales of the Assets made by Purchaser from and after the Closing in accordance with the terms thereof, but excluding any obligations arising as a result of any breach, default or failure to perform by Seller under any Assigned Contract or product warranties offered in connection with the Assets prior to the Closing except as described in Schedule 1.2 relating to the assumption of warranty customer support by Purchaser .
(b) Except for the Assumed Liabilities, Purchaser will not assume, and will not be liable for, any of Seller's debts, liabilities, taxes, obligations, contracts or commitments of any nature or kind whatsoever, whether existing as of the Closing or arising thereafter, known or unknown, contingent or otherwise, including any payroll liabilities and obligations of Seller (the "Excluded Liabilities"). All Excluded Liabilities will be solely those of Seller and will be satisfied by Seller, and Purchaser shall have no liability under any circumstances
Treatment of Liabilities. At the closing under this ARTICLE 11 or SECTION 10.6, Buyer shall, at its option, either (i) obtain a release of Seller and its Affiliates from all liability, primary or secondary, by all holders of all Company debts and obligations or claims against the Company in all cases, for which Seller or its Affiliates is personally liable (provided Buyer consented in writing to Seller and such Affiliates becoming so liable), except for any debts, obligations or claims which have not yet accrued or arisen or are covered by the insurance maintained by the Company, or (ii) cause all such debts, obligations or claims to be paid in full at the closing to the extent then outstanding.
Treatment of Liabilities. 10 Section 4.3 Claims Process ........................................................................................ 10
Treatment of Liabilities. The Buyer will assume only those liabilities arising after the Closing Date under contracts specified in Attachment 1 (the "Assumed Contracts"), and the Buyer will not assume any other liabilities of the Seller of any nature, and whether known or unknown, absolute or contingent (including without limitation all accounts payable, accrued liabilities and employee-related and retirement plan liabilities). The Buyer may elect to require the seller to comply with applicable "bulk sales" laws assuming such provisions of the California law are applicable to assets transferred pursuant to this Letter.
Treatment of Liabilities. 9.1.1 In accordance with the provisions of this Agreement, at the Closing, the Purchaser will assume and pay, perform and discharge when due only the following Liabilities of the Seller (collectively, the “Assumed Liabilities”):
(a) all trade accounts payable reflected in the Balance Sheet or incurred by the Seller in the ordinary course of business and in accordance with the provisions of this Agreement, including Clause 6.1, between the date of the Balance Sheet and the Closing (other than trade accounts payable to any member of the Seller’s Group) and which are reflected in the Closing Balance Sheet and that are not delinquent as of the Closing; and
(b) all Liabilities of the Seller arising after the Closing under the Contracts, including all Real Property Leases and the Brine Leases (except, in each case, for any Liability arising out of or relating to (A) any breach of, or failure to comply with, prior to the Closing, any covenant or obligation in any such Contract or (B) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure).
9.1.2 Notwithstanding any other provision of this Agreement or any other writing to the contrary, and regardless of any information disclosed to the Purchaser or any of its Affiliates or representatives, the Purchaser does not assume and has no responsibility for any Liabilities of the Seller other than the Assumed Liabilities specifically listed in Clause 9.1.1 (such unassumed Liabilities, the “Excluded Liabilities”). Without limiting the preceding sentence, the following is a non-exclusive list of Excluded Liabilities that the Purchaser does not assume, whether or not set forth in the Disclosure Letter, and that the Seller will remain bound by and liable for, and will pay, perform and discharge when due:
(a) all Liabilities arising out of or relating to the Seller’s credit facilities or any security interest related thereto;
(b) all Liabilities under any Contract, including any Brine Lease, that arise or exist after the Closing but that arise out of or relate to (i) any breach of, or failure to comply with, prior to the Closing, any covenant or obligation in any such Contract, including all rental payment obligations under the Brine Leases that fell due for payment prior to Closing, or (ii) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure;
(c) all Lia...
Treatment of Liabilities. Upon the terms, subject to the conditions and on the basis of the representations, warranties and agreements hereinafter set forth:
