Existing Liabilities Sample Clauses
The Existing Liabilities clause defines which debts, obligations, or financial responsibilities that predate the agreement will remain in effect and who is responsible for them. Typically, this clause clarifies whether the seller or buyer (in a transaction) will assume responsibility for outstanding loans, unpaid invoices, or other liabilities incurred before the closing date. Its core function is to allocate responsibility for pre-existing obligations, ensuring that both parties are clear on who will handle these liabilities and preventing future disputes over unpaid debts.
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Existing Liabilities. Liabilities, direct or contingent, of Consolidated Entities existing on the date of this Agreement that are reflected in Schedule 6.1.2 hereof.
Existing Liabilities. Except as set forth in Section 1.1.2 hereof, neither UCI, Doctor's Care nor UCI of SC assumes any, and hereby expressly disclaims all, obligations or liabilities of Seller, contingent or absolute, including (without limitation) liabilities for (i) federal or state income, payroll, property, or sales taxes for any period, or (ii) any tort, contract, or statutory liability resulting from or alleged to have resulted from the Business prior to the Effective Date or operations of Seller prior to Effective Date, except for the obligations arising and maturing after the Effective Date to perform under those contracts expressly assumed by UCI of SC hereunder, if any. All property taxes assessed against the Assets sold, and Premises leased hereunder, hereby shall be prorated as of the Effective Date, and Seller shall promptly pay when due, or reimburse UCI of SC for, all such taxes which remain the Seller's responsibility.
Existing Liabilities. Neither UCI, Doctor's Care nor UCI of SC assumes any, and hereby expressly disclaims all, obligations or liabilities of Seller, contingent or absolute, including (without limitation) liabilities for (I) federal or state income, payroll, property, or sales taxes for any period, or (ii) any tort, contract, or statutory liability resulting from or alleged to have resulted from the Business prior to the Effective Date or operations of Seller prior to Effective Date, except for the obligations arising and maturing after the Effective Date to perform under those contracts expressly assumed by Buyer hereunder. All property taxes assessed against the Assets solely hereby shall be prorated as of the Effective Date.
Existing Liabilities. Any liability or obligation that a Party has as of the date of the Parties’ Marriage, whether contractual, tort, or otherwise, will be the separate liability or obligation of that Party, and only that Party’s separate property will be subject to satisfying the liability or obligation.
Existing Liabilities. Liabilities, direct or contingent, of Borrower Entities existing on the date of this Agreement that are reflected in the Financial Statements, subject to additional specific limitations set forth below.
Existing Liabilities. It is the parties' intent that the Seller pay all liabilities of the Company existing as of the Closing or arising thereafter and relating to the operation of the Company prior to the Closing, including without limitation liabilities for taxes (and tax returns) through the Closing and the items listed on the SCHEDULE OF CLAIMS AND LITIGATIONS (the "Existing Liabilities"). As a result, immediately prior to the Closing the Company, acting on behalf of the Seller, and the Buyer shall use all reasonable efforts to estimate the Existing Liabilities and the amount of that estimate shall be withheld from the cash payment described in SECTION 1.2(a) above. The amount of any other Existing Liabilities shall be promptly reimbursed to Buyer by Seller.
Existing Liabilities. As of the Closing Date, the existing liabilities of CIC do not exceed $250,000, including, without limitation, all of CIC’s accounts payable, taxes of any kind or nature (whether due or to become due) and any outstanding legal or other fees, costs and expenses, all as incurred prior to the Closing Date.”
Existing Liabilities. Except for the AT&T Liability, IMPV shall make reasonable provision for the payment of all of its known existing liabilities prior to Closing.
Existing Liabilities. Other than as disclosed in writing to Purchaser, Seller has no knowledge of and has not received any notice concerning any material liabilities relating to the Servicing Rights for which Purchaser would be responsible or which would arise against
Existing Liabilities. Liabilities, direct or contingent, of Borrower existing on the date of this Agreement that are reflected in the Financial Statements.