Closing Liabilities. All Liabilities of the Business (other than Retained Liabilities) to the extent (A) resulting from events or conditions occurring following the Transfer Time or (B) arising out of the Assets and occurring after the Transfer Time.
Closing Liabilities. “Designated Pre-Closing Liabilities” shall mean: (a) any Closing Date Indebtedness which did not reduce the Purchase Price pursuant to Section 1.3; (b) any Closing Company Transaction Expenses which did not reduce the Purchase Price pursuant to Section 1.3; (c) any claims against the Acquired Companies by officers and directors of the Acquired Companies for indemnification relating to any acts or omissions occurring prior to the Closing; and (d) any liabilities arising out of or relating to any Excluded Subsidiaries or the Pre-Closing Reorganization.
Closing Liabilities. The Selling Parties agree to cause all providers of services to the Company relating to the Contemplated Transactions to deliver to the Company their invoices in respect of such services prior to Closing. The Selling Parties shall, on or immediately prior to the Closing, pay all of the Closing Liabilities, which payment shall be made without resorting to or diminishing the Company’s Cash and Cash Equivalents.
Closing Liabilities. (a) Not later than two (2) Business Days prior to the Closing, the Company shall provide the Purchaser with an estimated balance sheet of the Company as of the close of business on the Business Day prior to the Closing Date (the “Estimated Closing Balance Sheet”), an officer’s certificate certifying the calculation and aggregate amount of the Closing Liabilities as derived from the Estimated Closing Balance Sheet (the “Closing Liabilities Statement”) and reasonable documentation supporting the determination of the Closing Liabilities. The Estimated Closing Balance Sheet and the Closing Liabilities Statement shall be prepared by Sellers and the Company in accordance with generally accepted accounting principles in Korea (“Korean GAAP”) applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies (the “Methodologies”) that were used in the preparation of the Company Financial Statements as if such Estimated Closing Balance Sheet and Closing Liabilities Statement were being prepared as of a fiscal year end; provided, however, that in the event there is a conflict between Korean GAAP and the Methodologies that were used in the preparation of the Company Financial Statements, the Methodologies under Korean GAAP shall be used in preparing the Estimated Closing Balance Sheet and the Closing Liabilities Statement.
Closing Liabilities. 15 2.8 ENCUMBRANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Closing Liabilities. At the Closing, the Acquired Companies shall be subject only to the following liabilities and obligations (the "Closing Liabilities):
Closing Liabilities. Following the Closing, the Surviving Corporation will be responsible and liable for all accounts payable and other expenses and for all other liabilities and obligations of each of the Constituent Corporations which arise in the ordinary course of business prior to the Effective Time.
Closing Liabilities. Any Liability arising out of or resulting from the ownership, operation or control of the Casino Business or the Purchased Assets on or prior to the Closing Date.
Closing Liabilities a total amount equal to the sum of (i) the $6,800,000 to be paid by the Company pursuant to the agreement with Like Minds, Inc., as described in Section 3.27; (ii) the $350,000 payable by the Company to Quadrille Data Limited, as described in Section 3.27; (iii) $250,000, which shall be applied to the Buyer’s actual out-of-pocket costs associated with its audit and/or review of the Company’s financial statements and tax compliance, (iv) $700,000 payable to Avendus Advisors Pvt Ltd pursuant to the Avendus Letter, (v) $1,000,000, which shall be applied to the Company’s payments to be made to Zensar Technologies Ltd. in connection with the exercise of the Zensar Option described in Section 3.27 and the transactions contemplated by the notice to Zensar Technologies Ltd. described in Section 7.2.15, such amount to be reduced by the amount of any payments made by the Company with respect to such liabilities prior to the Closing (as so reduced, the “Zensar Amount”), (vi) $2,150,000 payable to those persons set forth on Schedule 1.3.6(vi) pursuant to those certain Advisory Agreements between the Company and such persons (the “Advisory Agreements”), and (vii) the amount specified by the Company to Buyer at least two business days prior to Closing representing its out-of-pocket Closing expenses, including the Company’s share of the initial fees of the Escrow Agent and the Company’s share of the Xxxx-Xxxxx-Xxxxxx filing fee pursuant to Section 6.1, to the extent not already paid.
Closing Liabilities. Section 1.3.6(v) of the Stock Purchase Agreement is hereby amended by deleting such clause and replacing it in its entirety with the following: “(v) $811,670, which shall be applied to the Company’s payments to be made to Zensar Technologies Ltd. in connection with the exercise of the Zensar Option described in Section 3.27 and the transactions contemplated by the notice to Zensar Technologies Ltd. described in Section 7.2.15 (the “Zensar Amount”),”.
