Unassumed Liabilities shall have the meaning set forth in Section 3.1.
Unassumed Liabilities shall have the meaning set forth in Section 8.2(a).
Unassumed Liabilities means all Liabilities of X Ray other than Current Liabilities; "Unassumed Liabilities" specifically includes Liabilities for interest, current maturities of interest-bearing debt, obligations for Taxes arising on or prior to the Closing Date (including Taxes in respect of the Tax Returns referred to in Sections 6.9 and 7.8) and obligations due to the Sellers (in their respective capacities as shareholders of X Ray), their respective family members or XRI Management Company.
Examples of Unassumed Liabilities in a sentence
Claims for indemnification pursuant to Sections 11.1(a) (Misrepresentation and Breach of Warranty), to the extent it is based on a breach of Section 3.5 (Mortgages, Security Interests, Liens, and Other Encumbrances of Title), 11.1(b) (Breach of Covenant or Agreement), 11.1(c) (Taxes), and 11.1(f) (Unassumed Liabilities), to the extent it is based on an Absolute Unassumed Liability, shall be paid from the first dollar of Loss.
Except as listed hereinafter, Purchaser will not assume any of the Unassumed Liabilities and Obligations of Seller.
Notwithstanding such payment, the Sellers shall remain responsible for paying any remaining Unassumed Liabilities.
Any Preliminary Net Working Capital Deficit shall be increased dollar-for-dollar by the amount of Unassumed Liabilities, if any, appearing on the Preliminary Closing Date Balance Sheet; any Preliminary Net Working Capital Surplus shall be reduced dollar-for-dollar by the amount of Unassumed Liabilities, if any, appearing on the Preliminary Closing Date Balance Sheet.
To the extent that the Sellers, Team or the Buyer have not satisfied and discharged the Unassumed Liabilities on or prior to the Closing Date, then the Unassumed Liabilities shall be paid from the Escrow Amount, first from cash and then from Escrowed Shares as provided in Section 2.6(b) and Section 2.6(c).
More Definitions of Unassumed Liabilities
Unassumed Liabilities. (as defined in Section 1.9) unless such property, right or asset is included on the "Final Closing Balance Sheet" (as defined in Section 1.7(a));
Unassumed Liabilities means as respects PE or PE Affiliates the following: (i) any Liability that is not any of the Assumed Liabilities nor specifically assumed pursuant to Section 2.2; (ii) any Liability relating to the ownership, operation and/or management of the PE Property (including, but not limited to, the PE Real Property) allocable (on a per diem basis) prior to the Closing Date (without regard to when such amounts are due and payable), including, but not limited to, mortgages, construction fees, management fees, maintenance fees, repairs, utility fees, bills, taxes, assessments, rental fees, attorneys fees and any expenses necessary to comply with Section 5.6 below; except as respect Assumed PE Closing Costs that do not exceed in the aggregate the Assumed PE Closing Costs Cap; (iii) any Lien relating to the owned PE Real Property in the aggregate which exceeds the amount of “Allowable Indebtedness” as set forth on Exhibits C or D or otherwise agreed to by the Parties in writing; (iv) any Liability for transfer, documentary, sales, use, registration, value-added and other similar Tax and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement and any of the transactions contemplated hereby; except as respect Assumed PE Closing Costs that do not exceed in the aggregate the Assumed PE Closing Costs Cap; (v) any Liability arising under any Benefit Plan maintained or operated by PE for the period of time prior to the Closing Date; (vi) any Liability of PE that relates to, or that arises out of, the employment or termination of the employment of any employee or former employee of PE (including as a result of the transactions contemplated by this Agreement) that accrued prior to the Closing Date; (vii) any Undisclosed Liabilities; (viii) any costs associated with ensuring that the owned PE Real Property has clear title; (ix) any title insurance premiums incurred for the PE Real Property of or for the benefit of the owners of the Real Property; and (x) all costs relating to opinions of counsel to the Title Company in connection with the issuance of any title insurance in connection with the PE Real Property (items (i)–(x) being hereinafter collectively referred as “Unassumed Liabilities – Closing”); (xi) any Liability arising from or relating to the Holdings DC Memberships refund or redemption obligations for members in good standing at the Closing Date except as respects the Assumed Membership Refund Obligations; (x...
Unassumed Liabilities means, other than any Assumed Liabilities, any and all liabilities, duties and obligations of, and claims against or relating to, the Seller or the Principal or the ownership, possession or use of any of the Assets prior to the Closing, whether accrued, unaccrued, absolute, contingent, known or unknown, asserted or unasserted and whether now existing or arising at any time prior to, at, or after the Closing (including, without limitation, all liabilities of the Seller to its stockholder, or to any employee, consultant, officer or director of the Seller, or to their respective spouses and/or children and/or Affiliates, in any amount whatsoever, and all liabilities of the Seller with respect to this Agreement or the Contemplated Transactions, including, without limitation, legal and accounting fees) and any Encumbrance upon any of the Assets.
Unassumed Liabilities means all liabilities of CHCI and the CHCI Subsidiaries, other than liabilities incurred in the ordinary course of the business of the Post-September 1 Hospitality Business, or liabilities paid, discharged or assumed by Gaming Spinco or paid or discharged from funds other than Post-September 1 Hospitality Revenues or incurred at the request or direction of OpCo. In addition, in the event that aggregate Net Working Capital (as hereinafter defined) for the Duke Lease (as hereinafter defined) and the leasehold interests held by CHC Lease Partners as reflected on the Phase II Hospitality Assets and Liabilities Schedule is less than zero, then the Initial Number of OpCo Shares shall be reduced at the Closing by an amount equal to the quotient of (i) the amount by which such aggregate Net Working Capital is less than zero and (ii) the Current Market Price of a Paired Share on the Closing Date. If such aggregate Net Working Capital is a positive number, OpCo shall deliver to the Stockholders, pro rata in accordance with their interests set forth on Schedule A, the number of shares of OpCo Preferred Stock equal to the quotient of (i) the amount of such positive aggregate Net Working Capital and (ii) the Current Market Price of a Paired Share on the Closing Date. Net Working Capital with respect to a leasehold interest shall mean total current assets minus total current liabilities with respect to such leasehold, determined in accordance with generally accepted accounting principles consistently applied, except that with respect to all leasehold interests other than the Duke Lease, current assets shall not include any inventory.
Unassumed Liabilities means, any and all liabilities, duties and obligations of, and claims against or relating to, the Seller or the ownership, possession or use of any of the Assets prior to the Closing, whether accrued, unaccrued, absolute, contingent, known or unknown, asserted or unasserted and whether now existing or arising at any time prior to, at, or after the Closing (including, without limitation, all liabilities of the Seller to any employee, consultant, or agent of the Sellers, or to their respective spouses and/or children and/or Affiliates, in any amount whatsoever, and all liabilities of the Sellers with respect to this Agreement or the Contemplated Transactions, including, without limitation, legal and accounting fees) and any Encumbrance upon any of the Assets.
Unassumed Liabilities means (i) liabilities to the Lenders; (ii) liabilities for Affected Unsecured Claims (including, for greater certainty, Excluded Indemnification Obligations) (as defined in the Plan) or as set out in Schedule "I"; (iii) liabilities of the Vendors for Taxes which are not secured by a Lien that ranks in priority to the Lenders' Security or which are not liabilities which any of the Vendors is required to pay pursuant to the Initial Order or is permitted to pay pursuant to paragraphs 12(a), (b), (c), (f) and (g) of the Initial Order which have not been paid by the Time of Closing; (iv) amounts owing from one Vendor to another Vendor; (v) real property leases of premises which have been abandoned prior to the Time of Closing ; and (vi) claims or contingent claims against any of the Vendors which have not been disclosed to the Lenders;
Unassumed Liabilities means, other than the Assumed Liabilities, any and all liabilities, duties and obligations of, and claims against or relating to, the Seller or either of the Principals or the ownership, possession or use of any of the Assets prior to the Closing, whether accrued, unaccrued, absolute, contingent, known or unknown, asserted or unasserted and whether now existing or arising at any time prior to, at, or after the Closing (including, without limitation, all liabilities of the Seller to any of its stockholders, or to any employee, consultant, officer or director of the Seller, or to their respective spouses and/or children and/or Affiliates, in any amount whatsoever, and all liabilities of the Seller with respect to this Agreement or the Contemplated Transactions, including, without limitation, legal and accounting fees) and any Encumbrance upon any of the Assets.