Seller Debts definition

Seller Debts means, collectively, (i) Seller DP Obligations and (ii) Seller Purchase Debts.
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Seller Debts means, in each case, solely to the extent that any of the Purchased Assets is bound by any of the following: (i) money borrowed by Seller from any Person; (ii) any indebtedness of Seller arising under leases required to be capitalized under GAAP or evidenced by a note, bond, debenture or similar instrument; (iii) any indebtedness of Seller arising under purchase money obligations or representing the deferred purchase price of property and services (other than accounts payable and current trade payables incurred in the ordinary course of Seller’s Business); (iv) any Liability of Seller under any guaranty, letter of credit, performance credit, bankers’ acceptances, or other agreement having the effect of insuring a creditor against loss; or (v) all indebtedness of others referred to in paragraphs (i) through (iv) above guaranteed by Seller.
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Seller Debts means the debts, liabilities, taxes, obligations and claims of Seller with respect to all payments and benefits to past and/or present employees of Seller in connection with the business being conducted on or from the Real Property as may have accrued through Closing (including, but not limited to, salaries, wages, commissions, bonuses, vacation pay, health and welfare contributions, pensions, profit sharing, severance or termination pay, or any other form of compensation or fringe benefit). The parties acknowledge that the purchase and sale of the Property involves only the purchase and sale of the Property and that Seller is not selling a business nor do the parties intend that Purchaser be deemed a successor of Seller with respect to any liabilities of Seller to any third parties other than (a) the tenants under the Leases, (b) for Leasing Costs, (c) for Taxes, (d) for matters or conditions accepted or assumed by Purchaser pursuant to this Agreement, the Deed or the Assignment, (e) the Pending Litigation Settlement, (f) for any matters for which Purchaser receives a credit at Closing, and (g) pursuant to the Permitted Exceptions. Purchaser shall not assume the Seller Debts, which shall be solely those of Seller, and Seller hereby agrees to indemnify, defend and hold harmless Purchaser against any loss, cost, liability, damage or expense with respect thereto. In no event shall this Section 12.21 diminish or modify, or be deemed to diminish or modify, the disclaimers and other agreements set forth in this Agreement, including without limitation Article 11. This Section shall survive Closing.
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Examples of Seller Debts in a sentence

  • Accordingly, Purchaser shall neither assume nor be liable for the Seller Debts or any of the debts, liabilities, taxes or obligations of, or claims against any other person or entity, of any kind or nature, whether existing now, upon Closing or at any time thereafter, which shall be solely those of Seller, and Seller hereby agrees to indemnify Purchaser against any liability with respect thereto.

  • Accordingly, Purchaser shall neither assume nor be liable for the Seller Debts, whether existing now, upon Closing or at any time thereafter, which shall be solely those of Seller, and Seller hereby agrees to indemnify Purchaser against any liability with respect thereto.

  • Accordingly, Purchaser shall neither assume nor be liable for the Seller Debts (defined below) or any of the debts, liabilities, taxes or obligations of, or claims against any other person or entity, of any kind or nature, whether existing now, upon Closing or at any time thereafter, which shall be solely those of Seller, and Seller hereby agrees to indemnify Purchaser against any liability with respect thereto.

  • Accordingly, Purchaser shall neither assume nor be liable for the Seller Debts or any of the debts, liabilities, taxes or obligations of, or claims against any other person or entity, of any kind or nature, whether existing now, upon Closing or at any time thereafter, which shall be solely those of Sellers, and Sellers hereby agree to indemnify, defend and hold harmless Purchaser against any loss, cost, liability, damage or expense with respect thereto.

  • Pursuant to Section 2.6, Buyer may pay Seller Debts prior to Closing.

  • Additional procedures to pay Seller Debts and determine the Debt Payment Amount are set forth in the Restated Disbursing Agreement.

  • As of the Effective Date and unless otherwise agreed, Seller Debts in the form of a judgment against Seller are mutually identified as harmful and damaging to Seller, and shall be promptly settled by Buyer.

  • Upon Closing, the Seller Debts shall be deemed cancelled and paid in full.

  • The amount to be deposited (“Cash for Closing”) shall equal (i) $18,600,000.00 minus (ii) $100,000.00 previously paid pursuant to Section 2.4.1 and minus (ii) the amount of the credit granted to Buyer for payment of Seller Debts prior to Closing pursuant to Section 2.6. Conditioned upon Disbursing Agent’s receipt of the Cash for Closing, Buyer shall be credited at Closing with the amount of the Cash for Closing.

  • Accordingly, Purchaser shall neither assume nor be liable for the Seller Debts or any of the debts, liabilities, taxes or obligations of, or claims against any other person or entity, of any kind or nature, whether existing now, upon Closing or at any time thereafter, which shall be solely those of Seller, and Seller hereby agrees to indemnify, defend and hold harmless Purchaser against any loss, cost, liability, damage or expense with respect thereto.

Related to Seller Debts

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Seller Guarantor has the meaning set forth in the Preamble.

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

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

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

  • Seller Documents has the meaning set forth in Section 3.2.

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

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • Seller Default has the meaning set forth in Section 12.1.

  • 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.

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

  • Guaranteed Liabilities means all moneys, obligations and liabilities expressed to be guaranteed by the Guarantor in clause 2.1;

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

  • 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.

  • Seller has the meaning set forth in the Preamble.

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.

  • Buyer Party means Buyer or any Affiliate of Buyer that is a party to any Transaction Agreement.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

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

  • 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.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Seller Parent has the meaning set forth in the Preamble.

  • Seller Affiliate means any Affiliate of Seller.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.