Stated Liabilities Clause Samples

The Stated Liabilities clause defines and lists the specific debts, obligations, or financial responsibilities that are acknowledged by a party within an agreement. Typically, this clause details the nature and amount of each liability, such as outstanding loans, accounts payable, or contingent obligations, and may include schedules or exhibits for reference. Its core practical function is to ensure transparency and clarity regarding the financial commitments being assumed, disclosed, or transferred, thereby reducing the risk of disputes over undisclosed or misunderstood liabilities.
Stated Liabilities. As of the Closing Date, the trade accounts payable, and certain other accrued expenses and liabilities arising out of or relating to the Business, all of which shall be set forth on the Closing Date Statement of Purchased Assets and Assumed Liabilities prepared in accordance with, and finally accepted as provided in, Article III of this Agreement;
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Stated Liabilities. Each of the Acquired Funds will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund will assume all liabilities and obligations reflected on an unaudited statement of assets and liabilities of the each of the Acquired Funds prepared by the administrator of Purisima as of the Applicable Valuation Date (as defined in Section 2.1), in accordance with generally accepted accounting principles consistently applied from the prior audited period (the “Stated Liabilities”). The Acquiring Fund shall assume only the Stated Liabilities of the Acquired Funds, and no other liabilities or obligations, whether absolute or contingent, known or unknown, accrued or unaccrued.
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Stated Liabilities. As of the Closing Date, the accounts payable, accrued personal property, sales and use taxes, and certain other accrued expenses and liabilities up to the Closing Date, all of which shall be set forth on the "Statement of Purchased Assets and Assumed Liabilities" (as defined in Section 4.4 hereof) delivered to Buyer on the date hereof and prepared in accordance with generally accepted accounting principles ("GAAP") except as otherwise specifically described on Schedule 4.4 of this Agreement;
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Stated Liabilities. The recorded liabilities of the Borrower and its Subsidiaries, on a consolidated basis, pursuant to its unaudited pro forma balance sheet as of November 30, 1999, as provided by management of BF Holdings ("Management"). Stated Liabilities exclude indebtedness under New Financing (as defined below). Valuation has made inquiries of Management and has been advised by Management that there are no material adverse changes in Stated Liabilities between the date of the information shown on such balance sheet and the date hereof. Based on our inquiries with this letter, we have no reason to believe that there has been any such material adverse change.
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Stated Liabilities. The recorded liabilities of Holdco and its Subsidiaries on a consolidated basis pursuant to the unaudited balance sheet as of July 31, 1999 adjusted pursuant to the terms of the Merger Agreement. Stated Liabilities excludes Existing Debt that will be repaid in connection with the New Financing. Valuation has made inquiries of management of Holdco (the "Management") and has been advised by Management that there are no material adverse changes in the Stated Liabilities between the date of the information shown on such balance sheet and the date hereof. Based upon our inquiries in connection with this letter, we have no reason to believe that there has been any such material adverse change.
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Stated Liabilities. The recorded liabilities of each of ACC and its subsidiaries on a consolidated basis and American Wireless and its subsidiaries on a consolidated basis as well as any assumed liabilities related to the Transactions, determined in accordance with generally accepted accounting principles ("GAAP") consistently applied as set forth in the consolidated pro forma balance sheet (the "Pro Forma Balance Sheet"), at the Closing Date all of which information has been provided to us by officers of ACC and American Wireless responsible for financial and accounting matters. The Pro Forma Balance Sheet was based in part on ACC's Pro Forma balance sheet as of December 31, 1997, as reported on page 25 of the Senior Notes Offering Memorandum, adjusted based on PriCellular's March 31, 1998 balance sheet, which has been further adjusted for changes in cash levels and debt levels which have occurred since March 31, 1998. In addition, we have received representations from management of the Borrower that there have been no material adverse changes to the financial position of the Borrower since March 31, 1998.
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Related to Stated Liabilities

  • Excluded Liabilities Other than as specifically listed in Section 2.03 above, Buyer shall not assume any Liability whatsoever of Sellers, whether or not arising from or related to the Business or the Purchased Assets (the “Excluded Liabilities”), and Sellers shall pay, perform and discharge, as and when due, each such Excluded Liability. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and under no circumstances shall Buyer be deemed to assume any Liability arising out of or relating to: (a) any actual or alleged tortious conduct, breach of Contract or violation of Applicable Law by any Seller or their employees or agents; (b) any product sold or manufactured prior to the Closing Date; (c) Taxes of any kind or character (other than property taxes attributable to the Purchased Assets, to the extent prorated hereunder); (d) the ownership, operation, use or disposal of any Excluded Asset; (e) any collective bargaining agreement, employee compensation or employee benefits including Liability for severance pay, overtime pay, bonus or incentive compensation, retirement plans (including any underfunding or withdrawal liability pursuant to the Multiemployer Pension Plan Amendment Act of 1980, arising from contributions made by the Sellers to the plans in question, as calculated through, and as of, any such withdrawal caused by the purchase of the Purchased Assets described herein, or otherwise triggered within thirty (30) days after the Closing Date, regardless of whether or not the amount of such Liability is known as of the time of such withdrawal) unemployment compensation, vacation, sick leave, termination pay or relating to any Employee Benefit Plan of any Seller or of any of their Affiliates; (f) any Environmental Liability relating to or arising out of any condition or obligation existing on or prior to the Closing Date; (g) any Debt of Sellers or any of their Affiliates; (h) any Proceedings relating to Sellers or to the conduct or ownership of the Business or the Purchased Assets on or prior to the Closing Date, whether or not listed in Section 4.07(a) of the Disclosure Letter; (i) any Liability arising out of any present or former business activity of Sellers other than the Business; (j) any claims, choses in action, causes of action, rights of recovery, rights of set-off of any kind by any third party (including any employee or former employee of any Seller) arising out of the conduct of the Business, or the ownership, operation or use of any Purchased Assets on or prior to the Closing Date; or (k) any Liability of Sellers under or arising by reason of this Agreement, or incurred in connection with the transactions contemplated by this Agreement, including any Sellers’ legal and accounting fees and expenses.

  • Contingent Liabilities Assume, guarantee, endorse or otherwise become contingently liable for the obligation of any Person except by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, and except for obligations arising in connection with the sale of Mortgage Loans with recourse in the ordinary course of Borrower's business.

  • Accrued Liabilities On termination, the rights and liabilities of the Parties that have accrued before termination shall subsist.

  • Retained Liabilities All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.