Assets and Liabilities definition

Assets and Liabilities means all records, assets and liabilities of the Seller immediately prior to the execution of the Deed of Demerger including: (i) liabilities of the Seller arising, accruing or incurred after Completion to the extent they relate to and/or arise from the Business; (ii) the Subsidiary Shares;

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Assets and Liabilities. The LLC has no assets other than its interest in the LP, and the LLC has no liabilities other than liabilities arising out of its status as the general partner of the LP and administrative expenses aggregating less than Two Hundred Fifty Thousand Dollars ($250,000).

Assets and Liabilities means all records, assets and liabilities (including any liability of the Seller in respect of the litigation captioned Singh v. Schikan, et al., No. 14-cv-05450-NRB, in the U.S. District Court for the Southern District of New York) of the Seller as at Closing including: (i) liabilities of the Seller arising, accruing or incurred after Closing to the extent they relate to and/or arise from the Business (including any liability of the Seller in respect of the litigation captioned Singh v. Schikan, et al., No. 14-cv-05450-NRB, in the U.S. District Court for the Southern District of New York); (ii) the Subsidiary Shares; (iii) any TLCF and Actual Tax Liabilities; (iv) the Prosensa Intellectual Property Rights; (v) any properties owned by the Seller; (vi) the benefits and liabilities under the Insurance Policies; (vii) the Accounts Receivable and Accounts Payable; (viii) the Claims Receivable and Claims Payable; (ix) the benefit of any Tax rulings; (ix) the Contracts, and (x) all other assets and liabilities of the Seller (including inter-company receivables of the Seller from any member of its Group and inter-company payables of Seller to any other member of Seller's Group), other than (a) any Seller Excess Cash (until payment thereof to the Buyer in accordance with this Agreement), and (b) any records that must remain with the Seller under statutory (including Tax) obligations.

Examples of Assets and Liabilities in a sentence

• The Statement of Assets and Liabilities will be in accordance with GAAP consistently applied and will fairly reflect, in all material respects, the financial condition of the Acquired Fund as of such date and the results of its operations for the period then ended.

• In the event of any conflict or inconsistency between the terms of this Agreement or any Specified Ancillary Agreement, on the one hand, and any Transfer Document, on the other hand, including with respect to the allocation of Assets and Liabilities as among the Parties or the members of their respective Groups, this Agreement or such Specified Ancillary Agreement shall control.

• Customer represents and warrants that in determining Customer’s Net Worth, Gross Income, Total Assets and Liabilities were carefully calculated.

• With respect to the transfer of Assets and Liabilities from the ▇▇▇▇▇▇▇/ADT Pension Plan and the Tyco Electronics Pension Plan, assumptions and methodology are set forth in Schedule 6.5(d).

• In addition, JHVIT will prepare and deliver, on the Exchange Date, immediately prior to the Effective Time of the Reorganization, a Statement of Assets and Liabilities of the Acquired Fund as of the Effective Time of the Reorganization and prepared in accordance with GAAP (the “Schedule”).

• Since the date of its most recent Statement of Assets and Liabilities and such semi-annual asset statement, there has been no Material Adverse Change with respect to such Borrower.

• For purposes of this Fund Accounting Addendum, “Financial Statements” include the following: (A) Statement of Assets and Liabilities; (B) Statement of Operations; (C) Statement of Changes in Net Assets; (D) Financial Highlights; (E) Security Purchases and Sales Journals; and (F) Fund Holdings Reports.

• Each balance sheet contained therein or delivered pursuant hereto fully sets forth all consolidated Assets and Liabilities of the Company existing as of its date which, under GAAP, should be set forth therein, and each statement of earnings contained therein or delivered pursuant hereto sets forth the items of income and expense of the Company which should be set forth therein in accordance with GAAP.

• Nothing herein shall be deemed to require the transfer of any Assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred; provided, however, that the parties hereto and their respective Subsidiaries shall cooperate to seek to obtain any necessary consents or approvals for the transfer of all Assets and Liabilities contemplated to be transferred pursuant to this Article II.

• The value of the Assets and Liabilities of the Target Fund to be transferred and assumed, respectively, by the Acquiring Fund shall be computed as of the Closing Date, in the manner set forth in the most recent Prospectus and Statement of Additional Information of the Acquiring Fund (collectively, the “Acquiring Fund Prospectus”), copies of which have been delivered to the Target Fund.

More Definitions of Assets and Liabilities

Assets and Liabilities. The assets of Equity including but not limited to cash, securities, loans receivable and accounts receivables and liabilities, including but not limited to accounts payable, and principal and interest of loans outstanding as listed on the financial statements of Equity dated March 31, 1999.

Assets and Liabilities the assigned assets and the assumed liabilities arising out of the Businesses as listed by category in Schedule 1.01.07, as well as any other asset Related to the Businesses (other than the Excluded Assets and the Excluded Liabilities). 1.01.08 "Best Knowledge" "Knowledge" or "To Know" : if referred to the Vendors in the context of their representations and warranties contained in Article 7 of this Agreement, shall be construed to include any fact which any of the following individuals knew or, by virtue of their respective positions or responsibilities consistent with their past practices, should have known : (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇-PCS Sourcing mgr., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-US Sales & Marketing Director, ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ PCS Plant mgr., ▇▇▇▇▇ ▇▇▇▇▇▇▇-Silver Halide R&D mgr, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-South Europe and MOW Sales & Mktg mgr. ,▇▇▇ ▇▇▇▇▇▇-Europe Sales & Mktg mgr, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-PCS General mgr., ▇▇▇ Gote-Director Legal Europe, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-Legal Italy mgr., Enrico Luerti- European Controller,-▇▇▇ Foyer-Finance & Administration Director, ▇▇▇▇ Mol- ▇▇▇▇▇▇▇▇▇▇▇ sourcing mgr., ▇▇▇▇▇▇▇ ▇▇▇▇▇-H.K. managing Director for the purposes of Sections 7.01.02(ii), 7.01.12(a)(i), (iii), (iv), (v) and (vi) of this Agreement; (ii)

Assets and Liabilities means assets and liabilities in and outside Sri Lanka, and includes movable and immovable property ;

Assets and Liabilities. The New Subsidiaries will be transferred all assets used primarily in the DSI business, other than certain enumerated excluded assets, and will assume certain enumerated liabilities relating primarily to the DSI business. Adjustments: There will be a two-way post-closing adjustment to the purchase price, based on the difference between the net working capital at closing and projected levels of working capital; provided that no adjustment will be made if the difference is less than $500,000. Danka management believes that little or no adjustment will be made. There will be a purchase price credit (estimated to be $8 million) for the receivable due to the Business from Kodak. Danka will retain this receivable and, if and when payment is received such payment will be treated as sale proceeds for purposes of determining distributions to the banks.

Assets and Liabilities has the meaning given in Part 5 of Schedule 5.