Unpaid Liabilities definition

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.
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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.
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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.
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Examples of Unpaid Liabilities in a sentence

  • 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.

  • 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).

  • Purchaser and the Company agree and warrant that they shall relieve and fully indemnify Xxxxxxxxx Xxxxx and Xxxxx Sacnchez of all debts and liabilities existing for the Company’s Unpaid Liabilities.

  • In the event Buyer fails to timely make any payment with respect to any of the Assumed Liabilities (the “Unpaid Liabilities”), Seller may elect to pay such Unpaid Liabilities, in addition to any other costs or charges, if any, directly related to the assumed liabilities, if Seller determines in exercise of its reasonable discretion that such payment is necessary.

  • However, (i) LDSR shall be required to give Wxxxx five (5) days prior written notice, which notice shall set forth the amount and identity of the Unpaid Liabilities and Associated Costs; and, (ii) Wxxxx 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.

  • Seller hereby acknowledges and agrees that if Data443 pays any Unpaid Liabilities or Associated Costs, Data443 shall have the right to indemnification under Article XVI below, for such Unpaid Liabilities and/or Associated Costs.

  • 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.

  • 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.

  • 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.

Related to Unpaid Liabilities

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

  • Covered Liabilities as defined in Subsection 11.21.

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

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • 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.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

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

  • Other Liabilities means any and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).

  • 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.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Subordinated Liabilities means liabilities subordinated to Borrower’s obligations to Lender in a manner acceptable to Lender in its sole discretion.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

  • related liabilities means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets;

  • Hedge Liabilities shall have the meaning provided in the definition of “Lender-Provided Interest Rate Hedge”.

  • Tax Liabilities means all liabilities for Taxes.

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Expenses and Liabilities has the meaning assigned to such term in ‎Section 5.4(a).

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Reinsured Liabilities means the General Account Liabilities and the Separate Account Liabilities.

  • Consolidated Liabilities means the sum of (i) all liabilities that, in accordance with GAAP, should be classified as liabilities on a consolidated balance sheet of Borrower and its Consolidated Subsidiaries and the Guarantors, and (ii) to the extent not included in clause (i) of this definition, all Redeemable Preferred Stock.