Liabilities to be Sample Clauses
The 'Liabilities to be' clause defines the specific obligations or debts that one or both parties are responsible for under the agreement. Typically, this clause outlines which liabilities are assumed, retained, or transferred, such as outstanding payments, contractual obligations, or legal claims. By clearly delineating these responsibilities, the clause helps prevent disputes over who is accountable for particular liabilities, ensuring clarity and proper allocation of risk between the parties.
Liabilities to be. Paid Off at Closing or Assumed by Purchaser No. 2. ---------------------------------------------------------------------- At the Closing, Purchaser No. 2 shall assume and pay off or discharge when due (and secure the release of Seller and each Member from any and all personal liability or guaranty with respect to such obligation), the following:
A. All of the trade accounts payable of the Seller relating to Business No. 2 incurred in the ordinary course of business consistent with Sellers prior practices, the outstanding amount of which is $0 on November 14, 2003, and as may be incurred, increased or decreased since December 1, 2003 for operations in the ordinary course of business or any other transaction provided by this Agreement, and subject to the satisfaction of the Net Asset Amount No. 2 requirement set forth in Section 4.1(d) as of the Closing Date.
Liabilities to be. Assumed Buyer will assume none of Seller's liabilities. Specifically Buyer will not be responsible for Seller's tort liabilities, unfunded pension liabilities, any taxes that Seller becomes obligated to pay as a result of the sale, any liabilities resulting from pending litigation, or any undisclosed liabilities.
Liabilities to be restructured The Company's offshore liabilities in respect of: (i) the Existing Public Notes (as defined below) and the Additional Existing Debt Instruments (as defined below) (collectively, the "Existing Notes"); and (ii) the Existing Loans (as defined below), (collectively, the "Existing Debt").
Liabilities to be. Paid at Closing or Assumed by Buyer. --------------------------------------------------------- On and subject to the terms and conditions of this Agreement, on the Closing Date, the Buyer agrees to assume and/or pay in full at Closing, as indicated, and become responsible for all of the Assumed Liabilities, as follows, provided such Assumed Liability relates to the Customer Leases that are being acquired under this Agreement:
(a) Seller's obligation to Pomeroy under an intercompan▇ ▇▇▇▇, the outstanding amount of which on the January 5, 2002 Pro Forma Balance Sheet totaled $17,410,359.75;
(b) Seller's obligation to Pomeroy under an intercompan▇ ▇▇▇▇, the current portion of which is contained in the accounts payable portion of the January 5, 2002 Pro Forma Balance Sheet, and as of that date, totaled $2,987,203.86;
(c) Seller's obligation to Pomeroy under an intercom▇▇▇▇ ▇oan, reflected as an overdraft on Seller's checking account on the January 5, 2002 Pro Forma Balance Sheet, totaling $308,104.66;
(d) Seller's obligations to various financial institutions under certain non-recourse financing, the outstanding amount of which on the January 5, 2002 Pro Forma Balance Sheet totaled $33,274,961.05, which non-recourse financing is collateralized by a security interest in the equipment and the lease relating to the financing covered by such indebtedness;
(e) All of the trade accounts payable of the Seller relating to the Business (other than the current portion owed to Pomeroy as set forth above), ▇▇▇ ▇utstanding amount of which totaled $175,214.14 in the aggregate, on the January 5, 2002 Pro Forma Balance Sheet;
(f) All of the other current liabilities of the Seller relating to the Business which totaled $653,264.56 on the January 5, 2002 Pro Forma Balance Sheet. Subject to terms and conditions of this Agreement, Buyer agrees to pay or assume the Assumed Liabilities as set forth in Section 2.2, as such Assumed Liabilities may be incurred, increased or decreased since the January 5, 2002 Pro Forma Balance Sheet to the Closing Pro Forma Balance Sheet for operations in the Ordinary Course of Business related solely to the Business (except any liabilities relating to the Excluded Assets) or any other transaction permitted by this Agreement. It is intent of the parties that Buyer shall pay in full at Closing, to Pomeroy or its lender, D▇▇▇▇▇▇▇ Financial Services Corporation, as Administrative Agent for itself, and the other required lenders under a Credit Facilities ...
Liabilities to be. Paid Off at Closing or Assumed by Purchaser No. 2. ----------------------------------------------------------------------- At the Closing, Purchaser No. 2 shall assume and pay off or discharge when due (and secure the release of Seller and any Shareholder from any and all personal liability or guaranty with respect to such obligation), the following:
A. All of the trade accounts payable of the Seller relating to Business No. 2 incurred in the ordinary course of business consistent with Sellers prior practices, the outstanding amount of which is $5,959.43 on the March 31, 1999 Pro Forma Balance Sheet No. 2; and as may be incurred, increased or decreased since the March 31, 1999 Balance Sheet No. 2 to the Pro Forma Balance Sheet No. 2 for operations in the ordinary course of business or any other transaction provided by this Agreement, and subject to the satisfaction of the Net Asset Amount No. 2 requirement set forth in Section 4.1(d) as of the Closing Date.
Liabilities to be. Paid Off at Closing or Assumed by Purchaser No. 2. -------------------------------------------------------------------- At the Closing, Purchaser No. 2 shall assume and pay off or discharge when due (and secure the release of each Seller and any Shareholder (and/or Member) from any and all personal liability or guaranty with respect to such obligation), the following:
(i) DataNet's obligation to Branch Banking and Trust Co. under a vehicle loan, the outstanding amount of which is on the December 31, 1999 Pro Forma Balance Sheet No. 1 is $37,400.00, and as of the Closing Date is $_____________, which is collateralized by a security interest in certain vans owned by Seller(s);
B. All of the trade accounts payable of the Sellers relating to Business No. 2 incurred in the ordinary course of business consistent with Sellers' prior practices, the outstanding amount of which totaled 244,156 in the aggregate, on the December 31, 1999 Pro Forma Balance Sheet No. 2; and as may be incurred, increased or decreased since the December 31, 1999 Pro Forma Balance Sheet No. 2 to the Pro Forma Balance Sheet No. 2 for operations in the ordinary course of business or any other transaction provided by this Agreement, and subject to the satisfaction of the Net Asset Amount No. 2 requirement set forth in Section 4.2(d) as of the Closing Date.