Company Payables definition
Examples of Company Payables in a sentence
If the Net Intercompany Payables is a negative number or zero, (a) all Company Payables shall be satisfied and no longer outstanding at the Effective Time through additional funding in the form of a capital contribution from Parent to Company on the Closing Date in the amount of the Company Payable, and (b) all Parental Payables shall be cancelled and extinguished at the Effective Time.
If the Net Intercompany Payables is a positive number, Indirect Parent shall pay the Company at or prior to the Effective Time a cash amount equal to such number and all other Company Payables and Parental Payables shall be cancelled and extinguished at the Effective Time.
Within [***] ([***]) days after the [***] for a Product [***], such [***] being the “Third Milestone,” Parent shall pay to the Company Stockholders a non-refundable, non-creditable milestone payment in the aggregate amount of [***] Dollars ($[***]) in cash, less any deduction pursuant to Section 8.6(c) and less [***] ([***]) of the Assumed Company Payables (the “Third Milestone Payment Amount”), with such payment allocated among the Company Stockholders in accordance with Section 2.8.
In the event the Cash Consideration remaining after compliance with the provisions of Section 1.7(a)(i)(A) is not sufficient to satisfy the Preclosing Company Payables of the Executives, such Preclosing Company Payables shall be satisfied using Stock Consideration included within the Remaining Closing Consideration.
Parent or the Surviving Corporation will pay the Assumed Company Payables in a reasonably timely manner.
Except as otherwise specifically provided in this Agreement (including, without limitation, the Assumed Company Payables), (a) Parent will pay its own fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, and (b) the aggregate Company Transaction Expenses due and payable prior to Closing shall be paid by the Company prior to the Effective Time.
The Parties shall cooperate fully in the preparation of the Closing Date Company Payables, Receivables and Prepayments.
The provisions of Clause 2 (Price) and paragraph 4 of Part A and paragraph 1(e) of Part B of Schedule 6 shall apply in respect of the Inter-Company Receivables, Inter- Company Payables, Inter-Company Services Charge and Inter-Company Loan Amount.
A list with Seller's Insurance Company Payables is attached hereto as Schedule 6.I. Seller and Shareholders covenant and agree to pay all liabilities and payables owed by Seller which are related to its insurance business as they become due, other than any such liabilities or payables with respect to which there exists a reasonable basis to dispute the legal obligation to pay such liability or account payable.
From the date hereof through the Closing Date, the Company shall provide to Parent, within ten (10) days of the end of a calendar month, a summary of the outstanding Preclosing Company Payables as of the end of such calendar month, including a summary of any potential or actual disputes regarding such payables.