Examples of Assumed Balance in a sentence
Purchaser's payment or reimbursement of expenses covered by Seller's reserves or allowances which are Assumed Balance Sheet Liabilities shall not be construed as any indication whatsoever that Purchaser has assumed liability for Sellers' debts, liabilities or administrative responsibility, either for the specific class covered by such reserve or in general, beyond the amount of the recorded reserve except as such are themselves assumed specifically as Assumed Liabilities.
To the extent such reserves or allowances are assumed as Assumed Balance Sheet Liabilities, Purchaser shall be obligated to make payments or reimbursements to or on behalf of Sellers for amounts recorded on the Closing ED Balance Sheet as reserves or allowances for anticipated expenses or liabilities.
Therefore, within thirty (30) days following the Effective Date, Seller shall deliver to Buyer a schedule (the “Supplemental Schedule”) updating the listings, documents and materials provided for in each of (a) Schedule 1.1(E) pertaining to Receivables, and (b) Schedule 2.2(A)(1) pertaining to Assumed Balance Sheet Liabilities.
For purposes hereof "Purchase Price" shall mean the sum of the Assumed Balance Sheet Liabilities and the consideration paid pursuant to Sections 3.1, 3.2 and 3.3 hereof.
The consideration for the Purchased Assets shall consist of the following: (i) Buyer's assumption of the Assumed Balance Sheet Liabilities, (ii) payment of the consideration payable at Closing as set forth in Section 3.1 below (the "Closing Payment"), as such may be subsequently adjusted pursuant to Section 3.2 below, and (iii) the consideration payable, if any, following the Closing as set forth in Section 3.3 below (the "Earn-Out").