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 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
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

Examples of Agreed Liabilities in a sentence

  • 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.

  • The Consideration for the sale and purchase of the Assets, the Acquired Business and the Agreed Liabilities shall be the Ringgit Malaysia equivalent of United States Dollar Eighty Thousand (USD80,000) only.

  • In the event that the amount of the Agreed Liabilities increases as of the Closing Date, the aggregate Merger Consideration payable to the e2 shareholders shall be decreased by an amount divided by the quotient of (C) the total dollar amount of the increase divided by (D) the $1.00 per Consideration Share established in connection with the Exchange Ratio.

  • The Seller shall not be liable for any Claim to the extent that any specific allowance, provision or reserve has been Disclosed in the Accounts, or taken into account in the calculation of Net Cash, Agreed Deductions or Agreed Liabilities in respect of the fact, matter, event or circumstance giving rise to such Claim.

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

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

  • AngloGold will pay in immediately available funds, to an account specified by Randgold, 50 % of the Settled Amount in US currency pursuant to and in accordance with the provisions of Section 1.4.3 within two (2) business days of receipt by AngloGold of the revised Agreed Liabilities Schedule.

  • 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).

  • 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.

  • 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.


More Definitions of Agreed Liabilities

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 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
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

Related to Agreed Liabilities

  • Covered Liabilities as defined in Subsection 11.21.

  • 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 and the 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 the sum of (i) all liabilities that, in accordance with GAAP, should be classified as liabilities on a consolidated balance sheet of Borrower and its Consolidated Subsidiaries and the Guarantors, and (ii) to the extent not included in clause (i) of this definition, all Redeemable Preferred Stock.

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

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

  • Borrower's Liabilities means Borrower’s obligations under this Agreement and any other Transaction Documents.

  • 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 any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Guaranteed Liabilities means: (a) the Company’s prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Revolving Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Company to any one or more of the Revolving Secured Parties, including principal, interest, premiums and fees (including, but not limited to, loan fees and reasonable fees, charges and disbursements of counsel (“Attorney Costs”)); (b) each Loan Party’s prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by such Loan Party under the Revolving Credit Agreement, the Notes and all other Loan Documents; and (c) the prompt payment in full by each Loan Party, when due or declared due and at all such times, of obligations and liabilities now or hereafter arising under Related Swap Contracts and Secured Cash Management Arrangements; provided, however, that the “Guaranteed Liabilities” shall exclude any Excluded Swap Obligations. The Guarantors’ obligations to the Revolving Secured Parties under this Guaranty Agreement are hereinafter collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the “Guarantor’s Obligations”. Notwithstanding the foregoing, the liability of each Guarantor individually with respect to its Guarantor’s Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed Liabilities. The Guarantors’ Obligations are secured by various Security Instruments referred to in the Revolving Credit Agreement, including without limitation, the Security Agreement and the Pledge Agreement.

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, 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 has the meaning set forth in Section 11.1.

  • 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.