Buyer Liabilities definition

Buyer Liabilities as used in this Agreement, shall mean: (x) demands, claims, actions, suits, and any other legal or investigative proceedings brought against any or all of the Buyer Indemnified Parties, and any judgments rendered therein or settlements thereof, and (y) all liabilities, damages, losses, Taxes, costs and expenses, including, without limitation, credits, refunds or exchanges, and reasonable attorneys' fees, incurred by any of the Buyer Indemnified Parties, whether or not they have arisen from or were incurred in or as a result of any demand, claim, action, suit, assessment or other proceeding or any settlement or judgment.

Buyer Liabilities means the liabilities of the Buyer under the Contracts for which Client Deposits have been paid to the Seller (the amounts as at the date hereof are set out in column 5 of Schedule 4).

Buyer Liabilities shall have the meaning set forth in Section 1.1(c).

Examples of Buyer Liabilities in a sentence

• Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any Buyer Liabilities for site investigation or cleanup, or notification to or consent of any Governmental Agency or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental Laws.

• Except for Claims resulting from the fraud of an indemnifying party, the indemnification obligations under Section 9.1 and Section 9.2 shall not apply to any Seller Liabilities or Buyer Liabilities, as the case may be, in excess of an amount equal to the Purchase Price.

• Offer not in line with the above procedure or quoted in any other format is liable to be rejected /by passed.

• The term “Claim” shall mean any matter with respect to one or more of the Seller Liabilities or Buyer Liabilities for which indemnification is sought by Buyer or Seller and CCC hereunder, respectively.

• There are no unsatisfied judgments, penalties or awards (a) against, relating to or affecting the Purchased Assets or Buyer Liabilities, except as would not be material to the Business, or (b) that would affect the legality, validity or enforceability of this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby.

More Definitions of Buyer Liabilities

Buyer Liabilities has the meaning set forth in Section 2.3. ​

Buyer Liabilities shall have the meaning assigned thereto in Section ------- 2.4(C). ------

Buyer Liabilities has the meaning set forth on Schedule 11.1(a) of the Schedule Volume hereto.

Buyer Liabilities means those certain liabilities and obligations listed below and all liabilities and obligations arising out of the operations of the Business by Buyer on and after the Closing Date (a) including (i) general liability or workers’ compensation claims relating to occurrences on and after the Closing Date; (ii) contract claims under the Agreements relating to occurrences on or after the Closing Date; (iii) contract obligations with respect to matters to be performed on and after the Closing Date; (iv) third party claims relating to the condition or use of the Assets or Seller Facilities on and after the Closing Date; and (v) any liability for claims by Seller Employees relating to occurrences on and after the Closing Date; but (b) excluding any Seller Liabilities.

Buyer Liabilities as used in this Agreement, shall mean: (x) demands, claims, actions, suits, and any other legal or investigative proceedings brought against any or all of the Indemnified Parties, and any judgments rendered therein or settlements thereof, and (y) all liabilities, damages, losses, Taxes (as defined in the Asset Purchase Agreement, costs and expenses, including, without limitation, credits, refunds or exchanges, and reasonable attorneys' fees, incurred by any of the Indemnified Parties, whether or not they have arisen from or were incurred in or as a result of any demand, claim, action, suit, assessment or other proceeding or any settlement or judgment.

Buyer Liabilities shall have the meaning assigned thereto in Section 2.5(C). "Cambes" shall mean Cambes, Ltd., a Delaware corporation. "Cash Position" shall mean, in respect of the Buyer and as of the date of determination, (1) the total amount of cash, cash equivalents and short-term investments owned by the Buyer minus (2) the then total outstanding principal amount of the Buyer's indebtedness to the Seller for borrowed sums. "CellPro" shall mean CellPro, Inc., a Delaware corporation. 2

Buyer Liabilities means all Claims against and liabilities, obligations or indebtedness of any nature whatsoever of Mimi & Coco, whenever accruing, and the Buyer, accruing on or before the Closing Date (whether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (i) any breach by the Buyer or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (ii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Buyer or any Subsidiary; (iii) any and all outstanding debts owed by the Buyer or any Subsidiary; (iv) any and all internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (v) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Buyer or any Subsidiary, as such Liabilities are determined by the Buyer's independent auditors, on a quarterly basis, including all Liabilities for any taxes incurred by the Buyer attributable to the Split-Off, and (vi) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section 1.12