Excluded Payables means all accounts payable accrued before the Closing Date for sales commissions under the Covered Distribution Agreements in respect of the Xxxxxx Xxxxxxx-Branded Transferred Clients and any other current liabilities (to be determined based on the accounting principles applied in preparation of the Balance Sheet) accrued before the Closing Date in respect of the Xxxxxx Xxxxxxx-Branded Transferred Clients.
Excluded Payables means all accounts payable (trade and other) of any Seller on the Closing Date arising out of the Retained Liabilities or owing to any Affiliate of any Seller (other than trade payables owing to Silver Xxxx).
Excluded Payables means any Accounts Payable other than Assumed Payables.
Examples of Excluded Payables in a sentence
Seller shall maintain sufficient cash reserves to maintain its solvency, as required under Delaware Law, including by reserving sufficient cash necessary in order to pay in full the Excluded Payables (whether or not currently due).
The type of metal used for the grid lines will be optimized VS the particle size/bandgap and to + or - charge collection.
Within three (3) Business Days of the Closing Date, Seller shall pay the Excluded Payables and provide evidence of such payments to Buyer.
Xxxxxxxxx Living Trust (the "Safeco Agreement"), a copy of which has been delivered to Buyer, (b) the Excluded Sales Orders, (c) the Excluded Receivables, and (d) the Excluded Payables.
Seller's obligations for accounts payable and other accrued current Liabilities incurred in the ordinary course of business and reflected on the Financial Statements of Seller or incurred in the ordinary course of business after the date of the last Financial Statement delivered to Buyer prior to the Closing Date, but specifically excluding the Excluded Payables.
More Definitions of Excluded Payables
Excluded Payables means those amounts owed by Parent or other Loan Parties to Kramer Levin Naftalis & Frankel, LLP, Oberon Securities, LLC, Gardere Wynne Sewell, LP, Friedman & Felger, LLP, Ryndak & Suri, LP and Crystal Blue Consulting as of the Effective Date, which the Loan Parties represent are in an amount not greater than $1,600,000. "Executive Order No. 13224" means Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 23, 2001) or any related enabling legislation or any other similar Executive Order.
Excluded Payables. Section 2.4.13 "Excluded Assets" Section 2.2 "Final Purchase Price Section 2.6 "Financial Statements" Section 3.1.2.A "First Quarter Bonus" Section 5.6.17 "GAAP" Section 2.6.1 "GAAS" Section 3.1.2.B "Hazardous Substances" Section 3.1.5.A "HMO" Section 4.1.14 "Indemnification Claim" Section 6.4 "Indemnification Termination Date" Section 6.3.2 "Indemnitor" Section 6.1 "Indemnitee" Section 6.1 "Intellectual Property" Section 2.1.5 "Inventory" Section 2.1.4 "Leased Personal Property " Section 1.2.17 "Lone Star" Preamble "LSS Agreement" Section 2.1.6 "Management Employee" Section 3.1.8.B "Multiemployer Plan" Section 3.1.4.A "Notice Period" Section 6.4.2.A "Real Property" Section 2.1.1 "Owners" Section 3.1.E "PBGC" Section 3.1.4.A "Pension Plan" Section 3.1.4 "Permits" Section 2.1.7 "Permitted Liens" Section 1.2.16 "PPO" Section 4.1.14 "Purchase Price" Section 2.6 "Purchase Price Adjustment" Section 2.6 "RCRA" Section 3.1.5.A "Real Property Leases" Section 2.1.2 "Receivables" Section 2.1.11 "Reference Balance Sheet" Section 3.1.2.A "Reference Date" Section 3.1.2.A "Release" Section 3.1.5.A
Excluded Payables means those amounts owed by Parent or other Loan Parties to Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx, LLP, Oberon Securities, LLC, Gardere Xxxxx Xxxxxx, LP, Xxxxxxxx & Xxxxxx, LLP, Xxxxxx & Suri, LP and Crystal Blue Consulting as of the Effective Date, which the Loan Parties represent are in an amount not greater than $1,600,000.
Excluded Payables means all accounts payable (trade and other) of any Seller on the Closing Date arising out of the Retained Liabilities or owing to any Affiliate of any Seller (other than trade payables owing to Silver Xxxx). “Excluded Receivables” shall have the meaning set forth in Section 3.2(l). “Exon-Xxxxxx Provision” shall have the meaning set forth in Section 8.3(d). “Final Arbiter” shall have the meaning set forth in Section 4.4(d). “Financial Statements” shall have the meaning set forth in Section 6.4. “First L/C” shall have the meaning set forth in Section 4.2(a). “GAAP” means generally accepted accounting principles as in effect from time to time in the United States. “Governmental Authority” means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, foreign or domestic, including any governmental authority, agency, department, board, commission or instrumentality of the United States or other country, any state, province, tribal authority or any political subdivision of any of the foregoing, and any tribunal, court, arbitrator(s) or other private adjudicator whose decisions are binding of competent jurisdiction, and shall include the Bankruptcy Court. “Grupo” means Grupo Mexico S.A.B. de C.V. and its subsidiaries or Affiliates other than ASARCO and any subsidiary or affiliate owned or controlled by ASARCO. “Guarantor” shall have the meaning set forth in the preamble hereto. “Guarantor Opinion” means the opinion of counsel to Guarantor attached as Exhibit C-2 hereto, delivered to Sellers in connection with the execution and delivery of this Agreement. “Hayden Settlement Agreement” means the Administrative Settlement Agreement and Order on Consent for Removal Action, U.S. EPA Region IX, CERCLA Docket No. 2008-09, and the Administrative Settlement Agreement and Order on Consent for Removal Action, U.S. EPA Region IX, CERCLA Docket No. 2008-13, by and among the U.S. Environmental Protection Agency, the Arizona Department of Environmental Quality and ASARCO. “Hazardous Materials” means any substance, material, pollutant, contaminant, waste, or special waste, whether solid, liquid or gaseous, that is infectious, toxic, hazardous, explosive, corrosive, flammable or radioactive or which is defined, designated, listed, regulated or included in any Environmental Law, including asbestos or asbestos-containing material, petroleum or petroleum additive substances, polychlorinated biphenyls or sewage.
Excluded Payables has the meaning set forth in Exhibit B and are excluded from the transaction in connection with the Reorganization.
Excluded Payables. (the accounts payable assumed by Buyer in clause (i) and (ii) are referred to as the "Pre-Petition Payables" and "Post Petition Payables," respectively, and collectively as the "Vendor Liabilities"), (b) such other contract liabilities in the amounts set forth on Schedule 2.3(b) ("Scheduled Liabilities"), (c) such accrued expenses as are set forth on Schedule 2.3(c) ("Accrued Liabilities"), (d) all obligations and liabilities under the written terms of any Contracts, operating leases, capital leases or other agreements included within the Assets, including the Cure which has been finally determined in the Bankruptcy Case on or prior to the Closing and included on the Closing Balance Sheet, and (e) all principal and interest outstanding under the Buyer DIP.
Excluded Payables means, with respect to the Post Entities or Denver Publishing, the current liabilities of either the Post Entities or Denver Publishing (but excluding any such liabilities of the LLP) in the nature of accounts payable or other accrued liabilities that are, as of the date hereof, properly accrued in accordance with generally accepted accounting principles, consistently applied.