Buyer Liabilities definition

Buyer Liabilities as used in this Agreement, shall mean: (x) demands, claims, actions, suits, and any other legal or investigative proceedings brought against any or all of the Indemnified Parties, and any judgments rendered therein or settlements thereof, and (y) all liabilities, damages, losses, Taxes, costs and expenses, including, without limitation, credits, refunds or exchanges, and reasonable attorneys' fees, incurred by any of the Indemnified Parties, whether or not they have arisen from or were incurred in or as a result of any demand, claim, action, suit, assessment or other proceeding or any settlement or judgment.

Buyer Liabilities means the liabilities of the Buyer under the Contracts for which Client Deposits have been paid to the Seller (the amounts as at the date hereof are set out in column 5 of Schedule 4).

Buyer Liabilities shall have the meaning set forth in Section 1.1(c).

Examples of Buyer Liabilities in a sentence

• This Guaranty shall automatically terminate in all respects upon the termination of this Agreement; provided, however, that in the event this Agreement is terminated, this Guaranty shall survive solely with respect to Buyer Liabilities remaining at the time of, or by the express terms of this Agreement, which are to survive, the termination of this Agreement.

• Other than as set forth in Section 10.5.1 above, Seller shall not be required first to prosecute collection or seek to enforce or resort to any remedies against Buyer on account of the Buyer Liabilities before attempting to collect the Buyer Liabilities pursuant to the Guaranty.

• Buyer is a sophisticated purchaser and has made its own independent investigation, review, and analysis regarding the Business, the Purchased Assets, the Buyer Liabilities, and the transactions contemplated hereby, which investigation, review, and analysis were conducted by Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose.

• There are no unsatisfied judgments, penalties or awards (a) against, relating to or affecting the Purchased Assets or Buyer Liabilities, except as would not be material to the Business, or (b) that would affect the legality, validity or enforceability of this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby.

• Immediately prior to the Effective -------------------------- Time, there will be no Buyer Liabilities.

More Definitions of Buyer Liabilities

Buyer Liabilities means those certain liabilities and obligations listed below and all liabilities and obligations arising out of the operations of the Business by Buyer on and after the Closing Date (a) including (i) general liability or workers’ compensation claims relating to occurrences on and after the Closing Date; (ii) contract claims under the Agreements relating to occurrences on or after the Closing Date; (iii) contract obligations with respect to matters to be performed on and after the Closing Date; (iv) third party claims relating to the condition or use of the Assets or Seller Facilities on and after the Closing Date; and (v) any liability for claims by Seller Employees relating to occurrences on and after the Closing Date; but (b) excluding any Seller Liabilities.

Buyer Liabilities shall have the meaning assigned thereto in Section 2.5(C). "Cambes" shall mean Cambes, Ltd., a Delaware corporation. "Cash Position" shall mean, in respect of the Buyer and as of the date of determination, (1) the total amount of cash, cash equivalents and short-term investments owned by the Buyer minus (2) the then total outstanding principal amount of the Buyer's indebtedness to the Seller for borrowed sums. "CellPro" shall mean CellPro, Inc., a Delaware corporation. 2

Buyer Liabilities has the meaning set forth on Schedule 11.1(a) of the Schedule Volume hereto.

Buyer Liabilities has the meaning set forth in Section 2.3. ​

Buyer Liabilities means all Claims against and liabilities, obligations or indebtedness of any nature whatsoever of Mimi & Coco, whenever accruing, and the Buyer, accruing on or before the Closing Date (whether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (i) any breach by the Buyer or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (ii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Buyer or any Subsidiary; (iii) any and all outstanding debts owed by the Buyer or any Subsidiary; (iv) any and all internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (v) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Buyer or any Subsidiary, as such Liabilities are determined by the Buyer's independent auditors, on a quarterly basis, including all Liabilities for any taxes incurred by the Buyer attributable to the Split-Off, and (vi) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section 1.12

Buyer Liabilities shall have the meaning assigned thereto in Section ------- 2.4(C). ------

Buyer Liabilities as used in this Agreement, shall mean: (x) demands, claims, actions, suits, and any other legal or investigative proceedings brought against any or all of the Indemnified Parties, and any judgments rendered therein or settlements thereof, and (y) all liabilities, damages, losses, Taxes (as defined in the Asset Purchase Agreement, costs and expenses, including, without limitation, credits, refunds or exchanges, and reasonable attorneys' fees, incurred by any of the Indemnified Parties, whether or not they have arisen from or were incurred in or as a result of any demand, claim, action, suit, assessment or other proceeding or any settlement or judgment.