Liabilities of the Business. BUYER CO agrees to assume the Assumed Liabilities at the Closing Date and thereafter to pay, perform and discharge such Assumed Liabilities in full, in accordance with their terms.
Liabilities of the Business. Except as otherwise expressly provided in this Agreement and the other Transaction Documents:
Liabilities of the Business. The Business does not --------------------------- have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by generally accepted accounting principles to be reflected on a balance sheet of the Business or in the notes thereto, except (i) as disclosed or referred to in Schedule 3.04 or any other Schedule hereto (or in any of the documents listed in a Schedule hereto), (ii) for liabilities and obligations incurred in the ordinary course of the Business consistent with past practice, (iii) for Taxes, (iv) for liabilities and obligations which are not required to be disclosed in a Schedule hereto (as for example because the making of the representation or warranty is disclaimed or because the liability involved an amount which is less than the threshold above which disclosure is required) and
Liabilities of the Business. The Business does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by generally accepted accounting principles to be reflected on a balance sheet of the Business or in the notes thereto, except (i) as disclosed or referred to in Schedule 3.04 or any other Schedule hereto (or in any of the documents listed in a Schedule hereto), (ii) for liabilities and obligations incurred in the ordinary course of the Business consistent with past practice, (iii) for Taxes, (iv) for liabilities and obligations which are not required to be disclosed in a Schedule hereto (as for example because the making of the representation or warranty is disclaimed or because the 13 liability involved an amount which is less than the threshold above which disclosure is required) and (v) for liabilities or obligations which would not have a Business Material Adverse Effect.
Liabilities of the Business. Buyer agrees to assume the Assumed Liabilities but only for periods from and after the Closing Date and thereafter to pay, perform and discharge such Assumed Liabilities in full, in accordance with their terms; provided, however, that Buyer may in good faith contest or cause to be contested the amount or validity thereof, and Sellers agree to provide reasonable assistance to Buyer to enable Buyer to contest such claims. Notwithstanding anything contained in this Agreement to the contrary, (i) Buyer shall not assume or become liable for any Retained Liability and (ii) Sellers shall pay, satisfy and perform all of the Retained Liabilities regardless of any disclosures made or exceptions noted with respect thereto in this Agreement or any other document executed or delivered by Sellers in connection with the transactions contemplated hereby.
Liabilities of the Business. 8.1The Seller shall remain liable for all the Liabilities. Accordingly, the Seller hereby indemnifies the Purchaser against all loss, damages or expense which the Purchaser may suffer as a result of or which may be attributable to any liability of the Business, whether actual or contingent, the cause of which arose prior to the Effective Date and any claims or liabilities (including claims or liabilities for consequential loss) as a result of any breach of contract occurring prior to the Effective Date.
Liabilities of the Business. XXXXX CO agrees to assume the Assumed Liabilities at the Closing Date and thereafter to pay, perform and discharge such Assumed Liabilities in full, in accordance with their terms.
Liabilities of the Business. 36 12. RECEIVABLES.............................................................................. 37 13. CONTRACTS................................................................................ 37 14. EMPLOYEES................................................................................ 38 15.
Liabilities of the Business. 11.1 RoweCom shall:-
Liabilities of the Business. 13.1 The Buyer shall pay, satisfy and discharge all the debts, liabilities and obligations relating to the Business arising on or after Completion and shall at all times keep the Seller and the Administrators indemnified against the same and all actions, proceedings, costs, damages, claims and demands in respect thereof.
