Accepted Liabilities definition

Accepted Liabilities means exclusively the following: (i) all debts, liabilities and obligations of every kind whatsoever incurred in connection with or arising out of Lincare’s conduct of the Business or ownership of the Assets from and after the Closing Date; (ii) pursuant to the provisions of Section 4.5(b)(ii) hereof, Lincare shall be responsible only for the liabilities, duties and obligations arising out of the contracts, agreements and leases listed on Schedules 4.5(a) and 4.5(b) hereof, (which are not otherwise designated as Excluded Assets on such schedules or which are expressly accepted by Lincare pursuant to Section 1.1(a)(vii)) which liabilities, duties and obligations arise and pertain to periods commencing on or after the Closing Date; (iii) expenses associated with the administration of the Termination Plan as more fully described in Article 16 hereof; and, (iv) liabilities related to inventory and supplies ordered by the Company in the ordinary course of business prior to the Closing Date, but not received prior to the Closing Date.
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Accepted Liabilities means exclusively the following: (i) all debts, liabilities and obligations of every kind whatsoever incurred in connection with or arising out of Lincare's conduct of the Business or ownership of the Assets from and after the Closing Date; (ii) pursuant to the provisions of Section 4.6(b) (ii) hereof, Lincare shall only be responsible for the liabilities, duties and obligations arising out of the contracts, agreements and leases listed on Schedules 1, 2 and 3 hereof which are not designated as Excluded Assets or which are not expressly accepted by Lincare pursuant to Section 1.1(a)(viii) and which liabilities, duties and obligations arise and pertain to periods commencing on or after the Closing Date; (iii) the obligation of Lincare at the Closing to reimburse Company for Three Hundred Ninety Thousand Six Hundred Dollars ($390,600) of Company's purchases of certain rehabilitation equipment and respiratory therapy and durable medical equipment and supplies listed on Schedule 1.1(d)(iii) hereto, which equipment and supplies were received in the normal course of business after May 25, 2000, and for which Company has not billed or received any payments; (iv) the obligation of Lincare at Closing to assume Company's obligations to lease from Automotive Rentals, Inc. twenty (20) 2000 Dodge B1500 Vans as listed on Schedule 2 hereto; (v) Company's remaining payment obligations under that certain Consulting and Non-Competition Agreement among Company, ARC Investments, L.L.C. and A.L. Xxxxxx, Xx., xxted July 31, 1997, which obligations, in the aggregate, do not exceed Two Hundred Sixty Seven Thousand Dollars ($267,000); and (vi) certain discretionary payments of Company to those employees of Company holding non-vested stock options listed on Schedule 1.1(vi) hereto, which payments, in the aggregate, do not exceed One Million Two Hundred Eighty Two Thousand Three Hundred Nine Dollars ($1,282,309).
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Accepted Liabilities has the meaning given in Section 4.
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Examples of Accepted Liabilities in a sentence

  • The study focused on role of relationship satisfaction, gratitude, forgiveness and emotional intelligence in predicting stress.

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

  • Notwithstanding anything in this Agreement to the contrary, in no event shall the Retained Liabilities include more than a fifty one percent (51%) share of any Liabilities of Citree that are not Purchased Ventures Accepted Liabilities or more than a fifty percent (50%) share of Liabilities of Xxxxxx Road Partners that are not Purchased Ventures 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.

  • Subject to the satisfaction or waiver of the Conditions in accordance with the Co-ordination Agreement, on Completion the Seller will sell and the Buyer will buy the Business Assets free of Encumbrances for the Purchase Price and the Buyer will assume the Accepted Liabilities.

  • Energy efficiency should not decrease significantly due to the aging of the vehicle.

  • Within 10 days following the date of this Agreement, Fox/Liberty will deliver to Rainbow Schedule 1.3 listing the Fox/Liberty Advertising Assets and any related Advertising Accepted Liabilities.

  • The Acquired Assets will be subject to only the obligations and liabilities which are listed, identified or otherwise described on Schedule 1.2 attached hereto (the "Accepted Liabilities"), none of which shall be assumed by Buyer.

  • At the Closing, Buyer shall assume and agree to pay and discharge in due course and shall hold Seller harmless from the Accepted Liabilities at the time of the Closing.

  • Printing in green ink will be required for the BUR-209R and BUR-209RL envelopes.


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.
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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.
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Accepted Liabilities means: Sale of Business Agmt
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Related to Accepted Liabilities

  • related liabilities means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and 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 11.23.

  • 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.

  • Legal financial obligation means a sum of money that is

  • 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;