BUSINESS LIABILITIES. The Seller hereby acknowledges and agrees that the Sale specifically excludes the Business Liabilities.
BUSINESS LIABILITIES. The Purchaser shall with effect from the Completion Date assume responsibility for the Business Liabilities remaining after the Completion Date and shall indemnify the Vendor against all such liabilities after the Completion Date but all other liabilities (actual or contingent, liquidated or unliquidated) arising, accruing or assessed in connection with the Business in respect of any period prior to the Completion Date shall be and remain the responsibility of the Vendor which covenants to indemnify the Purchaser and keep the Purchaser indemnified against all such other liabilities.
BUSINESS LIABILITIES. For purposes of this Agreement, the term “Business Liabilities” means, collectively, (a) all Liabilities under the Business Contracts transferred or assigned to Splitco or Clorox Korea to the extent arising from acts or omissions of HCI or any of its Affiliates or events occurring or conditions existing after the Closing, (b) all Liabilities relating to Business Intellectual Property or Permits transferred or assigned to Splitco or Clorox Korea to the extent arising from acts or omissions of HCI or any of its Affiliates or events occurring or conditions existing after the Closing, (c) except as set forth in Section 3.5, Liabilities to or in respect of Transferred Employees (or their respective beneficiaries or dependents) to the extent arising from acts, omissions, events, circumstances or conditions occurring or existing on or after the Closing, (d) except as set forth in Section 3.5, all Liabilities of Clorox Korea, and (e) the Liabilities listed in Section 3.4 of Clorox’s Disclosure Schedule.
BUSINESS LIABILITIES. The iBill Business of the iBill Companies is fully described in the Current Penthouse Draft Form 10-K.
BUSINESS LIABILITIES. The Business Liabilities are hereby transferred to the relevant Transferee in accordance with the terms and conditions of the Economic Ownership Transfer Agreement.
BUSINESS LIABILITIES. Oakfield does not, and has not ever, conducted any business other than the business of owning and operating the Oakfield Gathering System. Oakfield does not have any material Liabilities or material obligations other than those that have arisen in the ordinary course of business of owning and operating the Oakfield Gathering System.
BUSINESS LIABILITIES. Buyer is NOT purchasing any business liabilities, EXCEPT those checked below: o Yellow Page or other advertising at a monthly cost of $ o Equipment Lease(s) for o Website or other maintenance agreements at a monthly cost of $ o Other:
BUSINESS LIABILITIES. (a) The employment arrangements with Transferring Employees identified on Schedule 3.13(a) constitute the Assumed Contracts. Schedule 3.8(a)(i) sets forth, in reasonable detail, the Business Liabilities as of the date set forth on such schedule, including, if estimable, the reasonably estimated annual cost with respect to each Business Liability. Collectively, Schedule 3.8(a)(i), Schedule 3.17(b), Schedule 5.6(d)(A), Schedule 5.6(d)(B) and the liabilities set forth on the balance sheet included in the CCCM Financial Statements constitute a complete and accurate list of the Business Liabilities and the Liabilities of the UK Business as of the date hereof or the date set forth on such schedule, as applicable, and there are no undisclosed Business Liabilities, Liabilities of the UK Business or Liabilities of CCCM as of such dates of any kind or nature whatsoever, whether known or unknown, accrued, contingent, absolute, determined or determinable, or whether otherwise due or to become due.
BUSINESS LIABILITIES. 8.1 Against compliance by the Purchaser with its obligation under clause 5.1 –
BUSINESS LIABILITIES. The sole operating business of Sports Information is fully described in its Form 10-KSB for its fiscal year ended September 30, 2003. Sports Information acts as a publisher of sports related information. No revenues from these activities were generated during the six-month period ended March 30, 2004. Except as aforesaid, Sports Information has no operating business and no operating subsidiaries, and by the Closing Date, Sports Information shall have no greater than $75,000 of total balance sheet and contingent liabilities, and no commitments to incur liabilities.
