Closing Date Liabilities. (a) Seller and Shareholders represent and warrant that, to the best of Seller's and Shareholders' knowledge and belief after diligent inquiry, all of Seller's liabilities, as of the Closing Date are listed on the Schedule of Liabilities attached hereto as Schedule 4(a) the "LISTED LIABILITIES"). For purposes of this Agreement "
Closing Date Liabilities. Effective as of immediately prior to the Closing Date, the Shareholders, subject to the limitations on the maximum amount payable by any Shareholder set forth in Section 7.1(a), hereby assume and agree to pay, all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet without further action by the Shareholders, the Company or any other Person.
Closing Date Liabilities. As noted in SECTION 2.1.1(b) and subject to SECTION 3.4 hereof, Buyer will be entitled to withhold the sum of $1,819,255 (the "WITHHELD AMOUNT"), which will be handled and disbursed as follows:
Closing Date Liabilities. At the Closing, the Shareholders shall deliver to the Purchaser a statement, certified by them to be true and complete, of all liabilities and obligations of the Company and the Subsidiaries of whatever nature and character including (but not limited to) indebtedness for borrowed money, indebtedness secured by Liens against any assets or properties of the Company or any Subsidiary, accounts and trade payable, accrued liabilities, any liabilities under suits, claims, judgments or orders then pending or any other liability or obligation of the Company and the Subsidiaries attributable to the operation of the their businesses prior to Closing (collectively, "Closing Date Liabilities"), EXCLUDING (i) obligations under preneed funeral contracts for which the full amount has been deposited in trust or funded by insurance as required under applicable law, and under cemetery endowment care, merchandise and service contracts for which the full amount has been deposited in trust, the merchandise has been purchased, or as to which there are outstanding preneed accounts receivable covering such obligations, and obligations in respect of commissions for preneed services and merchandise based upon cemetery preneed accounts receivable to the extent not collected as of the Effective Time of the Merger, (ii) obligations arising after the Closing under the executory contracts listed on Schedule 5.13 under the heading "Executory Contracts" and under the Greer Lease, (iii) any obligations to be paid by the Company or Purchaser with respect to the Danville Property pursuant to Section 7.3(d) hereof, and (iv) obligations payable after the Closing under the Stahl Agreement rexxxxxd to in Section 5.6(h). Such statement of the Shareholders shall include a proration, as of the Closing Date, of proratable items, such as property taxes, rents under leases (including the Greer Lease) and (xx xxe extent known) utilities, subject to reconciliation as described in Section 3.9. In the case of indebtedness for borrowed money or secured by Liens against any assets of the Company or any Subsidiary, such statement shall be accompanied by statements of the holders of such indebtedness certifying as to the balance thereof, including per diem interest. For purposes of calculating the amount of Closing Date Liabilities, there shall be included all amounts necessary to pay and discharge the same in full at the Effective Time of the Merger, includ ing principal, interest, fees, prepayment fees or p...
Closing Date Liabilities. 7 2.7 Right of Offset Against the Escrow Fund.............................8
Closing Date Liabilities. Prior to the Closing Date, the Shareholders shall pay, or shall cause the Company to pay prior to the Closing Date, in full all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet. Effective as of immediately prior to the Closing Date, the Shareholders hereby jointly and severally assume all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet without further action by the Shareholders, the Company or any other Person.
Closing Date Liabilities. (A) The Shareholders and Guarantors jointly and severally represent and warrant that, to the best of their knowledge and belief after diligent inquiry, all liabilities of the Company or the Subsidiary as of the Economic Change Date are listed on the Schedule of Liabilities attached hereto as Schedule 2.6 (a). For purposes of this Agreement "
Closing Date Liabilities. All liabilities to all Pension Plans and Multiemployer Plans that are due and payable as of the Closing Date have been paid or adequate reserves have been established therefor. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or Title IV of ERISA or the penalty or excise tax or security provisions of the IRC relating to "employee benefit plans" (as defined in section 3 of ERISA), and no event, transaction, or condition has occurred or exists that could result in the imposition of any Lien on any of the Properties of the Company or any ERISA Affiliate, in either case pursuant to Title I or Title IV of ERISA or pursuant to such penalty or excise tax or security provisions of the IRC, except for such liabilities and Liens that, in the aggregate for all such liabilities and Liens, could not reasonably be expected to have a Material Adverse Effect.
Closing Date Liabilities. At the Closing, the Company shall not owe or be obligated to perform any Liability other than (i) the obligations of the Company under the Leases and Options, (ii) the obligations of the Company under the leases of the Leased Personal Property, insofar as they arise from the possession or use of the Leased Personal Property after the Closing, (iii) the obligations of the Company reflected on the Audited Balance Sheet, (iv) contractual Liabilities incurred in the ordinary course of business since December 31, 1998 that do not constitute a breach of the Seller's representations and warranties in this Agreement and that do not arise from any breach of contract or warranty, and (v) the obligations of the Company under the contracts described in SCHEDULE 3.5.7 and other contracts that do not constitute a breach of Seller's representations and warranties in Section 3.5.7 insofar as they relate to the operations of the Company after the Closing.
Closing Date Liabilities. (a) Seller and Shareholders represent and warrant that, to the best of Seller's and each Shareholder's knowledge and belief after diligent inquiry, all of Seller's liabilities (except for the Closing Assumed Lease Payables, the Real Estate Leases, the Employee Benefits Payables and the Assumed Liabilities) as of the Closing Date are listed on the Schedule of Liabilities attached hereto as Schedule 4(a) (the "LISTED LIABILITIES"). For purposes of this Agreement "LIABILITIES" shall mean and include all claims, lawsuits, liabilities, obligations or debts of any kind or nature whatsoever, whether absolute, accrued, due, direct or indirect, contingent or liquidated, matured or unmatured, joint or several, whether or not for a sum certain, whether for the payment of money or for the performance or observance of any obligation or condition, whether or not asserted as of the date hereof, and whether or not of a type which would be reflected as a liability on a balance sheet (including, without limitation, federal, state and local taxes of any nature) in accordance with generally accepted accounting principles, consistently applied ("GAAP"), including without limitation, any liabilities relating to any Excluded Assets (including, without limitation, the Excluded Lease), malpractice or other tort claims, claims for breach of contract, any claims of any kind asserted by patients, former patients, employees and former employees of Seller or any other party that are based on acts or omissions by Seller occurring on or before the Closing Date, amounts due or that may become due in connection with the participation of Seller in the Medicare or Medicaid programs or due to any other health care reimbursement or payment intermediary, or that may be due by Seller to any other third party payor, accounts payable, notes payable, trade payables, lease obligations, indebtedness for borrowed money, accrued interest, and contractual obligations other than the Closing Assumed Lease Payables, the Real Estate Leases, the Employee Benefits Payables and the Assumed Liabilities. Seller and each Shareholder acknowledge that the Purchase Price for the Assets is based on the accuracy of Seller's and each Shareholder's representations and warranties contained in this Agreement, including, but not limited to, Seller's and each Shareholder's representations and warranties contained in this paragraph 4(a). Without limiting the generality of the foregoing, Buyer will not assume any, and Seller ...
