Assumed Debts definition

Assumed Debts. Exercise Price. The Assumed Debts Exercise Price for the Warrant Shares is $0.005 per share of Common Stock.
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Assumed Debts and “North Dakota Liability” shall have the meanings given in that certain Warrant Purchase Agreement.
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Assumed Debts means all of the Finance Charge Reimbursement, the Overhead Expense Reimbursement, the Due Diligence Reimbursement and the Legal Fees Cash Reimbursement together.
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Examples of Assumed Debts in a sentence

  • Except as otherwise provided in Clause 5.4.3, the Seller shall retain responsibility for, and indemnify the Company against, any claim for payment of the Assumed Debts listed in accordance with Clause 5.3.4.

  • The Purchaser may deduct any Assumed Debts not settled, cancelled or cleared within 80 days after the date of Completion (except as provided in Clause 5.4.3) from the next tranche of Consideration payable under Clause 4.1.

  • The Total Consideration was determined through arm’s length negotiations between the Vendors and the Purchaser and on a commercial basis taking into account, among other things, the valuation on the Sale Interest and the face value of the Assumed Debts.

  • For the purpose of providing for the novation and repayment of the Assumed Debts and the Vendors Debts and interest payable thereon, the Vendors, the Purchaser and the Target Company have entered into an agreement on novation and repayment of debts owed by the original shareholders dated 17 December 2014 (“Novation and Repayment Agreement”) pursuant to the Transfer Agreement.

  • CCT will indemnify the Company for any claims arising from the Assumed Debts.

  • Purchaser will also assume the following debts of Seller: a note to Xxx Xxxxxxxxxx with a June 15th balance of $13,215.59 and monthly payments of $1,687.00, a note to Wachovia Bank with a June 15th balance of $5,226.89 with monthly payments of $761.00, and a credit line with Wachovia Bank having a June 1st balance of $32,430.88 (collectively hereinafter referred to as "Assumed Debts").

  • The Purchaser shall pay the Purchase Price, by assumption of the Assumed Debts and adjusted as described in subsection 13.2.

  • Any amounts of any of the Assumed Debts identified in this Section 2.2(f)(ii) that are not paid on the Closing Date shall be reflected in a promissory note in favor of the Seller.

  • Buyer shall (i) assume the debt as described on attached Schedule A (the "Assumed Debts"), and (ii) pay, or be paid, the cash purchase price calculated on Schedule A.

  • At the Closing, and thereafter, it is acknowledged and agreed that Purchaser shall not assume or be responsible for any liabilities of the Seller other than those Assumed Debts enumerate on Schedule 2.02.


More Definitions of Assumed Debts

Assumed Debts means any Debts of Logging at the Closing Date. -------------
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Assumed Debts means any Debts of Sawmills at the Closing Date. -------------
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Related to Assumed Debts

  • Assumed Debt has the meaning set forth in Section 2.2.

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

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

  • 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.

  • Bad debts means amounts considered to be uncollectible from

  • 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.

  • Assumed Deposits means Deposits.

  • 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.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Debts means all amounts owing by the Customer to the Company on any account whatsoever;

  • Deposit Liabilities means all of Seller's duties, obligations and liabilities relating to the deposit accounts of the Branches as of the Effective Time (including accrued but unpaid or uncredited interest thereon).

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • 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;

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

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • 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 Contracts has the meaning set forth in Section 2.1(d).

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Executory Contracts means executory contracts and unexpired leases as such terms are used in 11 U.S.C. § 365, including all operating leases, capital leases, and contracts to which the Debtor is a party or beneficiary on the Confirmation Date.

  • Trade Payables means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

  • 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.

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

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

  • Covered Liabilities as defined in Subsection 11.23.

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

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