Disclosed Liabilities definition
Disclosed Liabilities shall have the meaning set forth in Section 5.5.
Disclosed Liabilities means any and all liabilities of MWE Liberty and/or the Company (i) arising from or relating to matters set forth on the disclosure schedules of MWE Liberty or (ii) set forth on the Trial Balance or arising after the date of the Trial Balance in the ordinary course of business.
Disclosed Liabilities means all Liabilities of the Company to any vendors, lessors and/or any other creditors that (i) existed at, or were incurred or arose on or prior to, the time and date of the Closing; and (ii) either (A) are reflected in the Most Recent Balance Sheet, (B) arise in the Ordinary Course of Business of the Company after the date of the Most Recent Balance Sheet or (C) arise under the terms of any agreement, contract or other commitment of the Company that is disclosed in either the Disclosure Letter or the Schedules. By way of illustration, but not limitation, the Disclosed Liabilities include, but are not limited to, any obligations for the payment of rent under leases and obligations for the payment of royalties or other payments due under licenses. Notwithstanding the foregoing, "Disclosed Liabilities" will not include Liabilities for which Seller is obligated to indemnify Buyer under the provisions of Section 8 of this Agreement.
Examples of Disclosed Liabilities in a sentence
By way of illustration, but not limitation, the Disclosed Liabilities include, but are not limited to, any obligations for the payment of rent under leases, obligations for the payment of royalties or other payments due under licenses, and the Distributor Guarantees (as defined below).
Purchaser is not assuming and shall not be required to pay the Disclosed Liabilities at any time and Seller shall remain solely liable for and shall discharge the Disclosed Liabilities and any other Excluded Liabilities on or before the Closing Date.
Each of the Selling Member agrees to indemnify Isodiol for all claims, liabilities, liens, and encumbrances that exist in respect of Target’s business and assets as of the Closing Date, or arising from circumstances existing prior to or on the Closing Date, other than the Disclosed Liabilities (collectively, the “Undisclosed Liabilities”).
Section 6.6 The New Nominee shall use his best efforts to cause the Company to comply with the terms and conditions of the Agreement; provided, however, that all agreements by the Company made in this Agreement are contingent upon the complete and accurate disclosure of the Disclosed Liabilities contained under Exhibit A.
Notwithstanding the foregoing, "Disclosed Liabilities" will not include Liabilities for which Seller is obligated to indemnify Buyer under the provisions of Section 8 of this Agreement.
More Definitions of Disclosed Liabilities
Disclosed Liabilities shall have the meaning set forth in Section 7.9
Disclosed Liabilities means: (a) the Liabilities of Master Products reflected, accrued or reserved on the Most Recent Audited Balance Sheet (or disclosed in the notes thereto), subject only to (i) increases, decreases and changes which shall arise or have arisen in the Ordinary Course of Business and (ii) such other changes as shall be agreed to by the Buyer in this Agreement; (b) the Liabilities disclosed in the Disclosure Schedule; (c) such contractual obligations of Master Products which are to be performed in the Ordinary Course of Business under the agreements, contracts, leases, licenses and other arrangements which are disclosed to the Buyer in Section 4(p) of the Disclosure Schedule (none of which obligations results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law); and (d) any Liability for state or federal income taxes in the United States which may arise by reason of the repatriation or deemed repatriation of income from the operations of Productos Maestros de Oficina, S.A. de C.V. in Mexico for any period ending on or before the Closing Date (EXCEPT any Liability for state or federal income taxes which may arise to the extent the intercompany account between Master Products and Productos Maestros de Oficina, S.A. de C.V. shall be determined (on a basis consistent with the Most Recent Unaudited Balance Sheet) to have exceeded $2,475,000 as of the Closing Date).
Disclosed Liabilities means those Liabilities, matters, benefit plans, Actions, disputes, violations, citations, penalties, claims, and potential or Threatened Liabilities, Actions, disputes, violations, citations, penalties, claims (i) disclosed on Schedule 1.2 with respect to any and all amounts owed to CAC, (ii) with respect to item 2 on Schedule 2.6.1, (iii) disclosed on Schedule 2.7, but with respect to item 2, only that portion of such item related to the period prior to the Effective Date, (iv) with respect to subsections (h), (n), (o), (t) and (u) on Schedule 2.8, (v) those Liens (including all underlying Debt related thereto) set forth in Section C of the Encumbrances Schedule attached to Schedule 2.9.1, (vi) with respect to infringement and other claims with respect to item 13 on Schedule 2.14, (vii) with respect to all disclosures on Schedule 2.15, (viii) with respect to items 8 and 9 on Schedule 2.15.3, (ix) with respect to all payments under those agreements listed in item 3 and all liability with respect to item 6 on Schedule 2.17(a), (x) with respect to all items on Schedule 2.17(c), (xi) with respect to all items on Schedule 2.17(e), (xii) with respect to all items on Schedule 2.17(f), (xiii) with respect to all items on Schedule 2.17(h), (xiv) with respect to all items on Schedule 2.17(g) (xv) with respect to all items on Schedule 2.18, but with respect to item 3, only those indemnification obligations for the period prior to the Effective Date and with respect to item 4, only those Environmental, Health and Safety Liabilities arising out of or related to the period prior to the Effective Date, (xvi) with respect to items a.8. (with respect to breaches of the confidentiality provisions in disclosing such agreements hereunder), and q.2. on Schedule 2.19, (xvii) with respect to all items on Schedule 2.19.3, (xviii) with respect to all items on Schedule 2.22, but with respect to item 1 (including subitems (1) and (2) thereunder) only those unperformed warranty obligations with respect to the period prior to the Effective Date, (xix) with respect to all items disclosed on Schedule 2.24.3, (xx) with respect to all items disclosed on Schedule 2.25, (xxi) with respect to item 1 (with respect to breaches of the confidentiality provisions in disclosing the terms of such agreements) disclosed on Schedule 2.31, (xxii) with respect to all items disclosed on Schedule 10.1.1, (xxiii) with respect to all items disclosed on Schedule 10.1.2, and(xxiv) with respect to any Taxes ...
Disclosed Liabilities means, collectively, (a) the Imperium Debt (as defined in the Senior Loan Agreement (which will be paid off with the proceeds of the Senior Financing)), (b) liabilities in respect of the Senior Financing, (c) liabilities in respect of the Obligations, (d) liabilities disclosed in unaudited financial statements (including the notes thereon) as of and for the period ending April 30, 2012 delivered to the Investor heretofore, (e) liabilities in respect of any indebtedness permitted to be incurred hereby, and (f) liabilities disclosed in the SEC Documents filed prior hereto.
Disclosed Liabilities means all obligations of Sellers under the Assumed Contracts assumed by Buyer arising on or after the Closing Date;
Disclosed Liabilities means those Liabilities, matters, benefit plans, Actions, disputes, violations, citations, penalties, claims, and potential or threatened Liabilities, Actions, disputes, violations, citations, penalties, claims disclosed on any of ECS’s or the Members’ Disclosure Schedules or otherwise disclosed in an update to a Schedule pursuant to Section 4.6.
Disclosed Liabilities has the meaning ascribed thereto in Section 5.16.