Common use of Liabilities to be Clause in Contracts

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.

Appears in 1 contract

Sources: Asset Purchase Agreement (Pomeroy It Solutions Inc)

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 the Shareholders 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 Seller's prior practices, the outstanding amount of which is $0 on November 14August 31st, 20032001, and as may be incurred, increased or decreased since December 1August 31st, 2003 2001 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.

Appears in 1 contract

Sources: Credit Facilities Agreement (Pomeroy Computer Resources Inc)

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 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 Seller's prior practices, the outstanding amount of which is $0 81,103.94 on November 14June 23, 20032000, and as may be incurred, increased or decreased since December 1June 23, 2003 2000 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(d4.2(d) as of the Closing Date.

Appears in 1 contract

Sources: Asset Purchase Agreement (Pomeroy Computer Resources Inc)