Common use of Satisfaction of Liabilities Clause in Contracts

Satisfaction of Liabilities. Excluding the New LLC Assumed Liabilities, Seller agrees to satisfy all liabilities of Seller relating to the Business prior to the New LLC Asset Transfer or as soon as is reasonably practicable thereafter, which liabilities include, without limitation: (a) all payroll expense and other compensation due and owing Seller’s employees for the period preceding the Closing Date (excluding any paid time off or other employee-related accruals to the extent they are included in Accrued Liabilities; and (b) all Taxes, including payroll taxes, sales taxes and income taxes accrued up to the New LLC Asset Transfer (but excluding any such Taxes to the extent they are included in Accrued Liabilities).

Appears in 2 contracts

Sources: Asset Contribution and Exchange Agreement, Asset Contribution and Exchange Agreement (Novamed Inc)

Satisfaction of Liabilities. Excluding the New LLC Assumed Liabilities, Seller agrees to satisfy all liabilities of Seller relating to the Business prior to the New LLC Asset Transfer Transfer, or as soon as is reasonably practicable thereafterand when they become due and payable, which liabilities include, without limitation: (a) all payroll expense and other compensation due and owing Seller’s employees for the period preceding the Closing Date (excluding any paid time off or other employee-related accruals to the extent they are included in Accrued Liabilities); and (b) all Taxes, including payroll taxes, sales taxes and income taxes accrued up to the New LLC Asset Transfer (but excluding any such Taxes to the extent they are included in Accrued Liabilities).

Appears in 1 contract

Sources: Asset Contribution and Exchange Agreement (Novamed Inc)

Satisfaction of Liabilities. Excluding the New LLC LP Assumed Liabilities, Seller agrees to satisfy all liabilities of Seller relating to the Business prior to the New LLC LP Asset Transfer or as soon as is reasonably practicable thereafter, which liabilities include, without limitation: (a) all payroll expense and other compensation due and owing Seller’s employees for the period preceding the Closing Date (excluding any paid time off or other employee-related accruals to the extent they are included in Accrued Liabilities); and (b) all Taxes, including payroll taxes, sales taxes and income taxes accrued up to the New LLC LP Asset Transfer (but excluding any such Taxes to the extent they are included in Accrued Liabilities).

Appears in 1 contract

Sources: Asset Contribution and Exchange Agreement (Novamed Inc)

Satisfaction of Liabilities. Excluding the New LLC Assumed Liabilities, Seller agrees to satisfy all liabilities of Seller relating to the Business prior to the New LLC Asset Transfer or as soon as is reasonably practicable thereafter, which liabilities include, without limitation: (a) all payroll expense and other compensation due and owing Seller’s 's employees for the period preceding the Closing Date (excluding any paid time off or other employee-related accruals to the extent they are included in Accrued Liabilities); and (b) all Taxes, including payroll taxes, sales taxes and income taxes accrued up to the New LLC Asset Transfer (but excluding any such Taxes to the extent they are included in Accrued Liabilities).

Appears in 1 contract

Sources: Asset Contribution and Exchange Agreement (Novamed Inc)