Unpaid Liabilities definition

Unpaid Liabilities means, without duplication, all (i) Closing Indebtedness and (ii) Unpaid Transaction Expenses.

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Unpaid Liabilities means any liabilities of the Company (determined in accordance with GAAP and the Accounting Principles) that relate to or were incurred prior to the Effective Time but were not paid pursuant to the Creditor Payments.

Unpaid Liabilities means (i) Company Closing Debt, (ii) Unpaid Pre-Closing Taxes, (iii) Transaction Expenses to the extent not paid by the Company prior to the Closing, (iv) Change in Control Payments to the extent not paid by the Company prior to the Closing, and (v) all Unpaid Employee Compensation Expenses. For the avoidance of doubt, the determination of Unpaid Liabilities with respect to the “Company” shall include the Company and its Subsidiaries.

Examples of Unpaid Liabilities in a sentence

The Acquiror Closing Statement shall be accompanied by reasonably detailed schedules indicating a calculation of the Adjustment Amount, if any, Closing Unpaid Liabilities, and the Closing Working Capital Adjustment.
However, (i) Seller shall be required to give Buyer ten (10) days prior written notice, which notice shall set forth the amount and identity of the Unpaid Liabilities and Associated Costs; and, (ii) Buyer shall not have paid such Unpaid Liabilities and Associated Costs within such ten (10) day period or taken reasonable steps to contest such Unpaid Liabilities where Buyer has reasonable basis to contest such Unpaid Liabilities.
Purchaser and the Company agree and warrant that they shall relieve and fully indemnify ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Sacnchez of all debts and liabilities existing for the Company’s Unpaid Liabilities.
Buyer hereby acknowledges and agrees that if Seller pays any Unpaid Liabilities or Associated Costs, Seller shall have the right to immediately collect from Buyer, and Buyer shall immediately pay to Seller, the amount of such Unpaid Liabilities and Associated Costs.
The aggregate Purchase Price of $2,100,000.00 shall be subject to adjustment on the Closing Date by reduction of the Purchase Price solely in the amount of the Company’s Unpaid Liabilities as of May 28, 2008 (as that term is expressly defined in Schedule 2, strictly limited to the accounts or types of accounts listed under Section 1.22 of the Company Disclosure Schedule).
ArcMail hereby acknowledges and agrees that if LDSR pays any Unpaid Liabilities or Associated Costs, LDSR shall have the right to offset the amount of such Unpaid Liabilities and/or Associated Costs against amounts then or thereafter due ArcMail under this Agreement.
Notwithstanding the foregoing, if the Actual Unpaid Liabilities do not exceed the Specified Pre-Closing Liabilities, Parent may, but shall not be required to, deliver a Reconciliation Notice with respect to the Actual Unpaid Liabilities, as applicable.
The Stockholder Representative’s failure to provide a Dispute Notice within forty-five (45) days after receipt of the Reconciliation Notice shall be deemed an acceptance of such Reconciliation Notice and Parent’s calculation of the Actual Unpaid Liabilities.
However, (i) Data443 shall be required to give Seller fifteen (15) days prior written notice, which notice shall set forth the amount and identity of the Unpaid Liabilities and Associated Costs; and, (ii) Seller shall not have paid such Unpaid Liabilities and Associated Costs within such fifteen (15) day period or taken reasonable steps to contest such Unpaid Liabilities where Seller has reasonable basis to contest such Unpaid Liabilities.
However, (i) LDSR shall be required to give W▇▇▇▇ five (5) days prior written notice, which notice shall set forth the amount and identity of the Unpaid Liabilities and Associated Costs; and, (ii) W▇▇▇▇ shall not have paid such Unpaid Liabilities and Associated Costs within such five (5) day period or taken reasonable steps to contest such Unpaid Liabilities where ArcMail has reasonable basis to contest such Unpaid Liabilities.

More Definitions of Unpaid Liabilities

Unpaid Liabilities means, without duplication, all (i) Closing Indebtedness, (ii) Unpaid Transaction Expenses (except to the extent such Unpaid Transaction Expenses are Listed Transaction Expenses), and (iii) Unpaid Change in Control Payments. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Unpaid Liabilities means, without duplication, all (i) Closing Indebtedness (including, but not limited to, the Current Promissory Note), (ii) Unpaid Transaction Expenses, and (iii) Unpaid Change in Control Payments.