Identified Liabilities definition
Identified Liabilities has the meaning given in Clause 9.12;
Identified Liabilities means any and all liabilities or Damages (including, without limitation, defense costs in connection with any third-party claim) that any Issuer Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to (i) the pending or threatened litigation involving, among others, BioClin, Inc. and Dr. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and/or any recovery by Dr. ▇▇▇▇, ▇▇rsuant to any statutory dissenter's rights to which Dr. ▇▇▇▇ ▇▇▇ be entitled with respect to the common stock of BioClin, Inc. that he owns, of any amounts that exceed the market value on the Closing Date of the Acquiror Shares issuable to Dr. ▇▇▇▇ ▇▇▇suant to the Merger Agreement (collectively, the "Barr ▇▇▇bility"); (ii) the pending litigation between BioClin, Inc. and Virginia Commonwealth University, but only to the extent the aggregate amount of such liability or Damages (including for this purpose the amount of such liability previously satisfied by BioClin through the payment of amounts due to employees and contractors ($201,127.52 in the aggregate), cash payments ($45,000.00 in the aggregate), the transfer of non-cash assets to VCU ($107,000 in aggregate value), all payments received by VCU with respect to analytical contracts assigned to VCU and the value of services provided by BioClin, Inc. which are applied to reduce such liability) exceed $1,080,000 (the "VCU Liability"); and (iii) the pending litigation filed in Texas titled Lind▇ ▇▇▇▇ ▇▇▇▇▇ ▇. BioClin, Inc. and Jack ▇▇▇▇▇▇, ▇▇t only to the extent such liability or Damages exceed $25,000 (the "Barbut Liability").
Identified Liabilities means an amount equal to, if any (i) 100% of federal income taxes due or payable by the Acquired Company or the Management Company with respect to tax periods ending prior to and including the Closing Date, plus (ii) 33.3% of any South Dakota sales tax due from HHSD with respect to tax periods ending prior to and including the Closing Date which was not paid when due.
Examples of Identified Liabilities in a sentence
The Identified Liabilities shall have been paid in full, either by the Company or the Shareholders at or prior to Closing or from the Cash Consideration otherwise payable to the Shareholders at the Closing.
Apart from the Identified Liabilities to be assumed by RSB or its nominee company pursuant to the proposed acquisition of the commercial rights of Simunjan (the details of which are set out in Section 2.2 above) and corporate guarantees which may be required to be given by RSB in relation to the existing bank borrowings of the Acquirees after the Proposed Acquisitions, the Company will not assume any other liabilities, including contingent liabilities and guarantees arising from the Proposed Acquisitions.
Prior to or at the Closing the Company shall either satisfy or accrue for financial accounting purposes the Identified Liabilities.
The Shareholders hereby covenant and agree that the Identified Liabilities shall be paid in full on or prior to the Closing Date or by Purchaser at Closing from the Cash Consideration.
Notwithstanding anything in this Section 2.4 to the contrary, BHI must obtain the approval of the Company for any action to be taken by BHI with respect to any such Identified Liabilities, which approval shall not be unreasonably withheld, conditioned or delayed.
More Definitions of Identified Liabilities
Identified Liabilities means, collectively, (i) the state ---------------------- sales and use taxes identified on Schedule 3.19, item I (the "Sales Tax ------------- Matter"), (ii) the matters identified on Schedule 3.23(b), and (iii) and the ---------------- Contract Risk.
Identified Liabilities means all liabilities or obligations of the Company (whether or not accrued or reflected on the Interim Balance Sheet or arising between the Interim Balance Sheet Date and the Closing Date) arising out of or relating to (i) legal, accounting, investment banking, brokerage, or similar fees or expenses incurred by the Shareholders or the Company in connection with, resulting from, or attributable to, the transactions contemplated by this Agreement, (ii) any amounts due or owed to current or former shareholders of the Company, (iii) any amounts due or owed under the Company's working capital term loan with Wilmington Trust Company, or any successor lender, and (iv) vehicles owned or leased by the Company for the personal use of any of its executives, all as set forth on Schedule 5.1.9(b).
Identified Liabilities means those Liabilities set forth in SECTION 1.1(c) of Purchasers' Disclosure Schedule.
Identified Liabilities means all liabilities or obligations of the Company (whether or not accrued or reflected on the Balance Sheet or arising between the Balance Sheet Date and the Closing Date) arising out of or relating to (i) Taxes (as defined in Section 4.01(x)(xv)), including without limitation, sales taxes, (ii) legal, accounting, investment banking, brokerage, or similar fees or expenses incurred by the Shareholders or the Company in connection with, resulting from, or attributable to, the transactions contemplated by this Agreement, (iii) any amounts due or owed to current or former shareholders of the Company, (iv) any tort, breach of contract, or violation or requirement of any law including any environmental or occupational safety and health laws, (v) any employee benefit plan, pension plan, or unemployment compensation or unemployment insurance arrangements and (vi) claims by or on behalf of any employee involving any violation of any law, termination of employment or any similar matter.
Identified Liabilities means all liabilities other than amounts payable to Parties Related to MKAviation.
Identified Liabilities has the meaning set forth in Section 1.4(a) hereof.
Identified Liabilities means, if any: any line of credit balance, all accrued but unpaid dividends on the Company Stock; contractual payments of the Company to ▇▇▇▇▇ ▇▇▇▇ upon the consummation of the transactions contemplated by this Agreement and the Related Documents; all amounts owed by the Company under any Plans through the Closing Date, including amounts owed to any Person under the Unicircuit, Inc. 2004 Stock Incentive Plan, the related stock purchase agreements and any other related documents; and any stub or “short year” income Tax liabilities of the Company through the Closing Date. Intellectual Property shall mean all intellectual property and all rights therein, whether common law, statutory or otherwise, domestic and foreign, and all registrations and registration applications for any such rights, including, but not limited to: