Liabilities Adjustment Clause Samples
Liabilities Adjustment. Without limiting any of its rights under the Agreement, and except for Assumed Liabilities, Buyer may, but shall have no obligation to, assume any other trade and other accounts payable and accrued expenses payable and other indebtedness and liabilities of Seller of or related to the Business, and reduce any payment under the Buyout Agreement in accordance with its terms (the "Liabilities Adjustment"). Buyer agrees to give Seller not less than five (5) days prior written notice of its intention to assume and satisfy any such liabilities of Seller.
Liabilities Adjustment. Without limiting any of its rights under the Agreement, and except for Assumed Liabilities, at or prior to the Closing, Buyer may, but shall have no obligation to, assume all other trade and other accounts payable and accrued expenses payable and other indebtedness and liabilities of Seller of or related to the Business, and reduce the Closing Payment dollar-for-dollar by the amount of any such liabilities of Seller so assumed (the "Liabilities Adjustment"). Buyer agrees to give Seller not less than five (5) days prior written notice of its intention to assume and satisfy any such liabilities of Seller.
Liabilities Adjustment. As soon as practicable after the execution of this Agreement and in any event not less than one week prior to the Closing Date, OGC shall deliver to the Buyer a pro forma Closing Balance Sheet setting forth the estimated liabilities which will be assumed by the Buyer and applied to reduce the Total Purchase Price as set forth below. At the Closing, OGC shall deliver to the Buyer an estimated Closing Balance Sheet, together with an itemized list of the liabilities stated thereon to be assumed by the Buyer. Such Closing Balance Sheet shall exclude all debts and liabilities of the Company to be retained by OGC (including bank debt and intercompany account balances). The Buyer shall have the right, in its reasonable discretion, not to assume certain liabilities stated on the Closing Balance Sheet, in which event any such liabilities will be retained by OGC and not be applied to reduce the Purchase Price. All of the liabilities stated on the Closing Balance Sheet to be assumed by the Buyer shall reduce the Initial Cash Payment on a dollar-for-dollar basis. Within 14 days following the Closing Date, OGC shall deliver to the Buyer a final Closing Balance Sheet and itemized list of the liabilities stated thereon assumed by the Buyer, and any difference between the amount of the liabilities as shown on such final Closing Balance Sheet and those shown on the estimated Closing Balance Sheet shall be applied to increase or decrease, as the case may be, the amounts otherwise payable following the Closing Date under Section 2.4
Liabilities Adjustment. To the extent that the aggregate amount of current and long-term liabilities of KDC assumed by ProMedCo-Temple under this Agreement is different from $2,000,000, the Consideration hereunder shall be increased or reduced on a dollar for dollar basis at the rate of one share of ProMedCo Stock for each $14.00, rounded up or down, to the nearest number of whole shares equal to the difference.
Liabilities Adjustment. To the extent assumed by Buyer pursuant to Section 1.2 hereof, the accounts payable of the Business and accrued liabilities of Seller relating to the R▇▇▇▇▇▇▇▇▇ Property (as such term is hereinafter defined), in each case as at the Closing Date and incurred in the ordinary course of its business consistent with past practice (not to exceed the applicable maximum amounts therefor referred to in Sections 1.2(i) and 1.2(ii) hereof), shall decrease the Purchase Price on a dollar for dollar basis.