Accepted Liabilities definition

Accepted Liabilities means exclusively the following:
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Accepted Liabilities means: Sale of Business Agmt
Sample 1
Accepted Liabilities means all Designated Liabilities (as defined in Section 3.11) of the Maroone Corporations, other than those obligations, duties and liabilities due to or on behalf of any Principal or Affiliate of any Acquired Entity or any Principal.
Sample 1

Examples of Accepted Liabilities in a sentence

  • Lincare and Company acknowledge and agree that the term “Encumbrances” shall not include the Accepted Liabilities described in Section 1.1(d) hereof.

  • In connection with its purchase of the Assets hereunder, at Closing Lincare shall assume and be responsible for the Accepted Liabilities, including the assumption of, and responsibility for, the payment and/or satisfaction of the Accepted Liabilities in accordance with their terms.

  • From and after the Closing and subject to the limitations of this Article V, Buyer will indemnify and hold harmless Seller and its officers, directors and stockholders (collectively, the "Seller Indemnified Parties") from, for, and against any Losses incurred by a Seller Indemnified Party by reason of or arising out of (a) any inaccuracy in any representation or warranty of Buyer made in this Agreement, (b) any breach of a covenant by Buyer in this Agreement, or (c) any Accepted Liabilities.

  • It is understood and agreed by the parties that the term "Encumbrances" as used in this Agreement shall not include the Accepted Liabilities described in Section 1.1(d) hereof.

  • In connection with its purchase of the Assets hereunder, Lincare shall assume and be responsible for the payment and/or satisfaction of the Accepted Liabilities in accordance with their terms.

  • The Acquired Assets will be subject to only the obligations and liabilities which are listed, identified or otherwise described on Schedule 1.3 attached hereto (the "Accepted Liabilities").

  • Within 10 days following the date of ---------------------------- this Agreement, Rainbow will deliver to Fox/Liberty Schedule 1.2 listing the Rainbow Advertising -58- Assets and any related Advertising Accepted Liabilities.

  • Advertising Accepted Liabilities" shall mean the liabilities expressly -------------------------------- noted as such on Schedule 1.1 and Schedule 1.2." "Affiliate" shall have the meaning assigned thereto in the Partnership --------- Agreement.

  • From and after the date hereof and subject to the limitations of this Article V, RMSI will indemnify and hold harmless Valley and its officers and directors and the Principal Stockholder (collectively, the "Valley Indemnified Parties") from, for, and against any Losses incurred by a Valley Indemnified Party by reason of or arising out of (a) any material inaccuracy in any representation or warranty or the breach of any material covenant of RMSI made in this Agreement, or (b) any Accepted Liabilities.

  • Except for the Accepted Liabilities, no obligations and liabilities of Valley of whatever kind or nature shall be accepted or assumed by RMSI.


More Definitions of Accepted Liabilities

Accepted Liabilities means all Designated Liabilities (as defined in Section 3.11) of the Company, other than those obligations, duties and liabilities due to or on behalf of any principal stockholder or Affiliate of any principal stockholder.
Sample 1
Accepted Liabilities has the meaning given in Section 4.
Sample 1

Related to Accepted Liabilities

  • related liabilities means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets;

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

  • Subordinated Liabilities means liabilities subordinated to the Borrower’s obligations to the Bank in a manner acceptable to the Bank in its sole discretion.

  • Unfunded Vested Liabilities means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

  • Covered Liabilities as defined in Subsection 11.21.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Asserted Liability has the meaning set forth in Section 9.4(a).

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • Material Financial Obligations means a principal or face amount of Debt (other than (i) the Loans and (ii) Non-recourse Debt) and/or payment or collateralization obligations in respect of Derivatives Obligations of the Borrower and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, exceeding in the aggregate $150,000,000.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;