Liabilities of Target. After the completion of the Proposed Transfer, the Target will bear its liabilities (including the debts owed by the Target to the Vendor) independently.
Liabilities of Target. Buyer takes the stock of Target subject to all the liabilities of Target as they existed as of the Closing Date.
Liabilities of Target. The Seller shall take all necessary and prudent actions to satisfy the obligations of the Target as of the Closing referenced in the Target's recent financial statements on its balance sheet, including but not limited to, any liabilities owed to any director or officer of the Target. As of the Closing, the Target shall not have any liabilities or debt of any kind.
Liabilities of Target. After payment of the Cash Consideration to or on behalf of Target and the use of the proceeds thereof as set forth in Section 1.2(d) hereof, the remaining liabilities of Target as of the Closing Date, as determined in accordance with GAAP applied on a basis consistent with the preparation of the 2005 Audited Financial Statements, shall not exceed $100,000, provided that such liabilities do not include any expenses associated with the transactions contemplated by this Agreement and that such liabilities were incurred in the ordinary course of business. Notwithstanding the foregoing, any accrued vacation pay of Target outstanding at the Closing will not be deemed to be a remaining liability of Target and instead will paid for out of the Cash Consideration or cancelled.
Liabilities of Target. Other than (i) accounts payable of not more than $700,000; (ii) loans payable of not more than $363,500 (including all principal amounts and accrued interest as of the Closing Date and interest due and payable within thirty (30) days after the Closing Date); and (iii) capital lease obligations on the capital equipment of Target, there shall be no other liabilities shown on the unaudited balance sheet of Target dated the Closing Date, such unaudited balance sheet fairly presenting the financial condition of Target as of such date in all material respects and being acceptable to Parent (the "Target Closing Balance Sheet").
