Agreed Liabilities definition

Agreed Liabilities means any and all Completed Projects Claims up to a maximum aggregate amount of S$350,000.
Sample 1
Agreed Liabilities the aggregate amount (including VAT) owed by the Vendor at the Transfer Date in connection with the Business to or in respect of trade creditors being those creditors set out in Schedule 3 to be assumed by the Purchaser pursuant to Clause 5 and in addition any liabilities to be included in the Completion Accounts in connection with the Business (but excluding any liabilities relating to any other division of the Vendor and also excluding any costs or liabilities in connection with the sale and purchase of the Business)
Sample 1
Agreed Liabilities the aggregate amount (including VAT) owed by the Vendor at the Completion Date in connection with the Business to or in respect of trade creditors which are set out in Schedule 3 exclusive of VAT to be assumed by the Purchaser pursuant to Clause 8.3 and in addition any liabilities to be included in the Management Accounts which the Purchaser agrees in writing to assume in connection with the Business (but excluding any liabilities relating to any other division of the Vendor or liabilities due to any other company in the Vendor's Group and also excluding any direct or indirect costs or liabilities incurred in connection with the sale and purchase of the Business whether under this Agreement or otherwise);
Sample 1

Examples of Agreed Liabilities in a sentence

  • Teva further agrees that it will indemnify, defend and hold harmless the Allergan Parties, from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Allergan Parties, whether in respect of third party claims, claims between the Parties, or otherwise, directly or indirectly relating to, arising out of, resulting from, based upon the underlying facts of, with respect to or by reason of the Teva Agreed Liabilities.

  • Notwithstanding the foregoing, any reduction of the Agreed Liabilities shall exclude payments made by e-Synergies on behalf of e2.

  • The accounts, books and ledgers of the Vendor truly and fairly disclose all the Assets and Agreed Liabilities of the Business as the Accounting Date and there have been no material changes and no material deterioration in the financial position of the Vendor since the Accounting Date other than as disclosed to the Purchaser in writing and no extraordinary items have occurred during the periods between the Accounting Date and the Completion Date.

  • PageID #: 18668 nor continue any claims, suits, actions, arbitrations or proceedings that seek any relief based upon the Teva Released Claims or the Teva Agreed Liabilities and (ii) that it will not assign or otherwise transfer the Teva Released Claims to any party.

  • If you are a Scheme Creditor with amounts owing by the Companies you will be provided with a pre- populated Claim Form in two parts: (1) This blank claim form allowing you to submit additional claims; and (2) a schedule which includes Established Liabilities, Agreed Liabilities and certain policy information according to the Companies’ records.

  • All Agreed Liabilities shall be set forth in a written instrument (the “Agreed Liabilities Schedule”) to be executed by each of the parties and delivered to the other at the Completion Time.

  • Developer’s rights under this Section 6.09(b) shall be subject to the requirement that adequate infrastructure to serve each phase of the Project is constructed concurrently with such phase.

  • Insert the value of any Agreed Liabilities that have not been included on the Claim Form by the Companies.

  • The Vendor and the Eltrax Guarantors shall, and shall cause its accountants, counsel, employees and other representatives to, reasonably cooperate with the Purchaser in connection with any and all disputes which may arise in connection with any and all of the Agreed Liabilities.

  • Upon settlement of an Agreed Liability, Randgold shall deliver to AngloGold a revised Agreed Liabilities Schedule reflecting, among other things, the Agreed Liabilities that have been settled by Randgold and the amount of such settlement (the “Settled Amount”) (together with such receipts, invoices or other evidence of settlement as AngloGold may reasonably require).


More Definitions of Agreed Liabilities

Agreed Liabilities means the liabilities of the Vendor to be assumed by the Purchaser under this Agreement as set out in Schedule 1 which includes the following:-
Sample 1
Agreed Liabilities the aggregate amount owed by the Vendor at the Completion Date in connection with the Business to or in respect of trade creditors which are set out in Schedule 3 to be assumed by the Purchaser pursuant to Clause 7.3 and in addition any liabilities to be included in the Completion Accounts which the Purchaser agrees in writing to assume in connection with the Business (but excluding any liabilities relating to any other division of the Vendor and also excluding any direct or indirect costs or liabilities incurred in connection with the sale and purchase of the Business whether under this Agreement or otherwise);
Sample 1
Agreed Liabilities means the aggregate of (i) all existing obligations and contingent obligations of the Company and CIVCO as of the Effective Time other than liabilities incurred in the ordinary course of CIVCO's business under the following five (5) categories: accounts payable, accrued expenses, accrued warranty, accrued salaries and wages (including obligations of CIVCO under the "CIVCO Incentive Compensation Program FY 2003") and any payments due under that certain Stock Purchase Agreement dated February 7, 2002 by and among CIVCO Medical Instruments, Co., Inc., the Company, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx III, and (ii) the amount by which the working capital balance of CIVCO (defined for purposes of this Section 1.05(b) as accounts receivable (net), plus inventory and prepaid expenses (other), less accounts payable, accrued expenses, accrued warranty and accrued salaries and wages) as of the Effective Time is less than $4,200,000.
Sample 1
Agreed Liabilities shall include only those liabilities of Moto or its subsidiaries (including, if the parties so determine, any liabilities arising under the GICC Agreement and the OKIMO Assignment (as such terms are defined in the RedBack Agreement)) that the parties agree should be paid by Randgold or an affiliate thereof (which, for greater certainty, shall be deemed not to include Moto or its subsidiaries) in connection with completing the Acquisition. All Agreed Liabilities shall be set forth in a written instrument (the “Agreed Liabilities Schedule”) to be executed by each of the parties and delivered to the other at the Completion Time. The Agreed Liabilities Schedule shall, among other things, include in respect of each Agreed Liability reflected thereon the maximum cash amount (or its equivalent in value, in the event that any Agreed Liability is to be settled by the issuance of Randgold ordinary shares) (the “Settlement Cap”) that Randgold or an affiliate thereof (which, for greater certainty, shall be deemed not to include Moto or its subsidiaries) shall be authorized to pay in settlement of such Agreed Liability.
Sample 1

Related to Agreed Liabilities

  • Covered Liabilities as defined in Subsection 11.23.

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

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

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

  • 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.

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

  • Reinsured Liabilities means the General Account Liabilities, the Risk Control Separate Account Liabilities, the Declared Rate Separate Account liabilities and the Variable Separate Account 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;

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

  • 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.

  • 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.

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

  • 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.

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

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

  • 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.

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.

  • Guaranteed Liabilities means all moneys, obligations and liabilities expressed to be guaranteed by the Guarantor in clause 2.1;

  • 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.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

  • 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;

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Tax Liabilities means all liabilities for Taxes.