Assumed Accounts Payable Clause Samples
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Assumed Accounts Payable. Notwithstanding anything herein to the contrary, the Assumed Liabilities shall include the sum of the following to the extent the aggregate amount thereof does not exceed the aggregate amount of accounts receivable of the Sellers set forth on Schedule 1.1(c)(i) as of the Closing Date (collectively, the “Assumed Accounts Payable”):
(i) all accounts payable of the Sellers as of the Closing Date (whether or not billed); provided, however, that all accounts payable that are not billed as of the Closing Date are presented to Acquirer within 90 days following the Closing Date;
(ii) the fees and expenses of the Company’s independent auditors incurred in connection with Section 5.16 provided the SEC Financial Statements are provided to Acquirer within forty-five (45) days of the Closing Date; and
(iii) fifty percent of any accrued and unpaid vacation balances for all u-Nav Finland employees who are employed by Acquirer or one of its Affiliates. To the extent the Sellers pay any Assumed Accounts Payable, Acquirer shall promptly reimburse the Sellers for any such amounts. To the extent the Assumed Accounts Payable exceed the accounts receivable set forth on Schedule 1.1(c)(i), Acquirer shall be reimbursed for any such excess from the Escrow Fund without regard to the Deductible.
Assumed Accounts Payable. 6.1 Form of Seller's Legal Opinion
7.1 Form of Buyer's Legal Opinion NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE AGREEMENT THIS AGREEMENT, made and entered into as of this _____ day of __________, 1996 by and among SRM Investments, Inc., d/b/a The Chase Company, a Texas corporation ("Chase"), ▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") (▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ are collectively referred to as "Seller") and UNIVERSAL OUTDOOR, INC., an Illinois corporation, ("Buyer").
Assumed Accounts Payable. Buyer shall have the right to assume the payment of accounts payable of Seller to certain suppliers of new textbooks as set forth on EXHIBIT 7 which identifies such creditors and the amount due to them. Seller and Buyer shall mutually work to obtain the consent of such creditors to the assumption of liability by Buyer and release of Seller from liability therefor. This schedule will be updated as of the Closing Date and shall be subject to the approval of both Seller and Buyer. The amount of such assumed accounts payable shall result in a corresponding decrease in the amount of the Purchase Price equal to the amount of the assumed accounts payable.
Assumed Accounts Payable. “Assumed Accounts Payable” shall mean all Accounts Payable as of the Closing Date.
Assumed Accounts Payable. On the Closing Date Purchaser shall assume and perform all obligations and liabilities with respect to the Assumed Accounts Payable.
Assumed Accounts Payable. At Closing, Buyer agrees to assume all liabilities and obligations in and to the Assumed Accounts Payable.
Assumed Accounts Payable. All Assumed Accounts Payable have arisen from bona fide transactions entered into by Seller in the Ordinary Course of Business.