Specified Liabilities Sample Clauses
The 'Specified Liabilities' clause defines particular debts, obligations, or responsibilities that are identified and allocated between parties within an agreement. Typically, this clause lists or describes certain liabilities that one party will assume or retain, such as outstanding loans, pending litigation, or tax obligations, often in the context of a business sale or asset transfer. By clearly outlining which liabilities are included and who is responsible for them, the clause helps prevent disputes and ensures both parties understand their respective obligations, thereby allocating risk and promoting transparency in the transaction.
Specified Liabilities. Upon the terms and subject to the conditions hereof, the Purchaser hereby assumes from the Seller all Liabilities arising with respect to the performance after the date hereof of the Specified Licenses, excluding any Liability resulting from any breach thereof by the Seller prior to the date hereof (collectively, the “Specified Liabilities”).
Specified Liabilities. Section 1.3(g) STOCK OPTION PLANS.............................................Section 4.3(m) SUPERIOR BID..............................................Section 10.1(b)(ii) SUPPLIES.........................................................Section 12.1
Specified Liabilities. Newmont shall be solely liable for the Specified Liabilities and, unless agreed otherwise between the Purchaser and Newmont, at, before, or as soon as reasonably practicable after Completion, shall pay to the relevant creditors in cash the amount of the Specified Liabilities due to them or as accepted by the relevant creditors in full satisfaction, provided that, if the amounts are not determinable, the amounts to be paid on, before, or as soon as reasonably practicable after Completion shall be equal to the amounts shown on KCCL's financial statements as at 30 June 2002 and adjusted to the actual amount of the relevant Specified Liability within 30 days of Completion.
Specified Liabilities. 8 1.4 Burlingame.........................................................8 1.5 ▇▇▇▇▇▇▇ Hills Note.................................................8 1.6 Boston Ritz........................................................8 ARTICLE II EXCHANGE AMOUNT AND FORM OF CONSIDERATION.......................9 2.1
Specified Liabilities. Any Obligation of the Buying Companies included in the Specified Liabilities as set forth in Section 2.1.2.
Specified Liabilities. As of the Closing none of NBS and NBSH shall have any liabilities or obligations other than the Leases, Assumed Contracts, and Permitted Exceptions (collectively “Specified Liabilities”). The Companies have paid all hard and soft costs in connection with development and construction of the Project. The Companies and Manager hereby (i) terminated all agreements between Companies and Manager effective as of Closing, and (ii) agree that all obligations of the Companies to Manager, including, but not limited to, any obligations under any agreements owed by of the Companies to Manager, including, but not limited to, any indemnities shall be deemed satisfied or waived by Manager as of Closing.
Specified Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, for the one (1)-year period immediately following the Closing Date, Seller shall retain, and shall be responsible for paying, performing and discharging when due, any Specified Liabilities; provided that (i) Purchaser shall be responsible for paying, performing and discharging when due the first $500,000 of any such Specified Liabilities, which shall be considered Assumed Liabilities, (ii) Seller’s responsibility for the Specified Liabilities in accordance with this Section 1.6 shall only apply to Specified Liabilities that are, individually or in the aggregate (to the extent arising from the same or substantially similar facts or circumstances), in excess of $100,000 (in which case Seller shall be responsible for the entire amount of such Specified 7 Liabilities without regard to such $100,000 amount), subject to the Specified Liabilities Cap, and (iii) in no event shall Seller be responsible for more than $1,500,000 in the aggregate (the “Specified Liabilities Cap”) of the Specified Liabilities retained by Seller in accordance with this Section 1.
Specified Liabilities. Any failure or refusal of the Buyer to perform or satisfy in full (in accordance with the terms thereof) any of the Specified Liabilities .
Specified Liabilities. Except with respect to any matter for which Buyer would be entitled to be indemnified with respect to or arising out of any such Specified Liability (without taking into account any limitations or thresholds), the Specified Liabilities.
Specified Liabilities. At the Closing, Buyer will not assume any of the liabilities, obligations or debt of Seller except the following explicitly listed liabilities and then only to the extent solely related to the Specified Assets (the “Specified Liabilities”):
2.1.3.1 The Transferred Employees’ accrued vacation and sick leave accrued through the Closing Date listed on Schedule 2.1.3.1.
2.1.3.2 The Purchase Orders.
2.1.3.3 The trade accounts payable listed on Schedule 2.1.3.3 (the “Trade Accounts Payable”), which shall include, but not be limited to, raw materials and utilities at the Seller’s facility.
2.1.3.4 The operating leases, building maintenance contracts, and other vendor agreements listed on Schedule 2.1.3.4 (collectively, the “Vendor Contracts”).