Excluded Payables means all accounts payable (trade and other) of any Seller on the Closing Date arising out of the Retained Liabilities or owing to any Affiliate of any Seller (other than trade payables owing to Silver Xxxx).
Excluded Payables means all accounts payable accrued before the Closing Date for sales commissions under the Covered Distribution Agreements in respect of the Xxxxxx Xxxxxxx-Branded Transferred Clients and any other current liabilities (to be determined based on the accounting principles applied in preparation of the Balance Sheet) accrued before the Closing Date in respect of the Xxxxxx Xxxxxxx-Branded Transferred Clients.
Excluded Payables means any Accounts Payable other than Assumed Payables.
Examples of Excluded Payables in a sentence
Seller shall use its commercially reasonable efforts to pay and satisfy the Excluded Payables within one (1) Business Day following Closing, other than the Kand Settlement and Seller’s obligations under the Fidelity e-401k self-directed plan and all other employee benefits programs, including, but not limited to life insurance, which such Excluded Payables Seller shall pay and satisfy in full when due and payable.
Seller shall maintain sufficient cash reserves to maintain its solvency, as required under Delaware Law, including by reserving sufficient cash necessary in order to pay in full the Excluded Payables (whether or not currently due).
Within three (3) Business Days of the Closing Date, Seller shall pay the Excluded Payables and provide evidence of such payments to Buyer.
Seller shall remain solely responsible for all Excluded Obligations and shall discharge or otherwise provide for them in accordance with their terms or, with respect to the Excluded Payables, this Agreement.
Xxxxxxxxx Living Trust (the "Safeco Agreement"), a copy of which has been delivered to Buyer, (b) the Excluded Sales Orders, (c) the Excluded Receivables, and (d) the Excluded Payables.
More Definitions of Excluded Payables
Excluded Payables means, with respect to the Post Entities or Denver Publishing, the current liabilities of either the Post Entities or Denver Publishing (but excluding any such liabilities of the LLP) in the nature of accounts payable or other accrued liabilities that are, as of the date hereof, properly accrued in accordance with generally accepted accounting principles, consistently applied.
Excluded Payables. (the accounts payable assumed by Buyer in clause (i) and (ii) are referred to as the "Pre-Petition Payables" and "Post Petition Payables," respectively, and collectively as the "Vendor Liabilities"), (b) such other contract liabilities in the amounts set forth on Schedule 2.3(b) ("Scheduled Liabilities"), (c) such accrued expenses as are set forth on Schedule 2.3(c) ("Accrued Liabilities"), (d) all obligations and liabilities under the written terms of any Contracts, operating leases, capital leases or other agreements included within the Assets, including the Cure which has been finally determined in the Bankruptcy Case on or prior to the Closing and included on the Closing Balance Sheet, and (e) all principal and interest outstanding under the Buyer DIP.
Excluded Payables has the meaning set forth in Exhibit B and are excluded from the transaction in connection with the Reorganization.
Excluded Payables means those amounts owed by Parent or other Loan Parties to Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx, LLP, Oberon Securities, LLC, Gardere Xxxxx Xxxxxx, LP, Xxxxxxxx & Xxxxxx, LLP, Xxxxxx & Suri, LP and Crystal Blue Consulting as of the Effective Date, which the Loan Parties represent are in an amount not greater than $1,600,000.
Excluded Payables means the trade payables owed by Seller to each of the vendors identified on Schedule 1.1 in the amount corresponding to such vendor on Schedule 1.1.
Excluded Payables. Section 2.4.13 "Excluded Assets" Section 2.2 "Final Purchase Price Section 2.6 "Financial Statements" Section 3.1.2.A "First Quarter Bonus" Section 5.6.17 "GAAP" Section 2.6.1 "GAAS" Section 3.1.2.B "Hazardous Substances" Section 3.1.5.A "HMO" Section 4.1.14 "Indemnification Claim" Section 6.4 "Indemnification Termination Date" Section 6.3.2 "Indemnitor" Section 6.1 "Indemnitee" Section 6.1 "Intellectual Property" Section 2.1.5 "Inventory" Section 2.1.4 "Leased Personal Property " Section 1.2.17 "Lone Star" Preamble "LSS Agreement" Section 2.1.6 "Management Employee" Section 3.1.8.B "Multiemployer Plan" Section 3.1.4.A "Notice Period" Section 6.4.2.A "Real Property" Section 2.1.1 "Owners" Section 3.1.E "PBGC" Section 3.1.4.A "Pension Plan" Section 3.1.4 "Permits" Section 2.1.7 "Permitted Liens" Section 1.2.16 "PPO" Section 4.1.14 "Purchase Price" Section 2.6 "Purchase Price Adjustment" Section 2.6 "RCRA" Section 3.1.5.A "Real Property Leases" Section 2.1.2 "Receivables" Section 2.1.11 "Reference Balance Sheet" Section 3.1.2.A "Reference Date" Section 3.1.2.A "Release" Section 3.1.5.A
Excluded Payables means all accounts payable (trade and other) of any Seller on the Closing Date arising out of the Retained Liabilities or owing to any Affiliate of any Seller (other than trade payables owing to Silver Xxxx). “Excluded Receivables” shall have the meaning set forth in Section 3.2(l). “Exon-Xxxxxx Provision” shall have the meaning set forth in Section 8.3(d). “Final Arbiter” shall have the meaning set forth in Section 4.4(d). “Financial Statements” shall have the meaning set forth in Section 6.4. “First L/C” shall have the meaning set forth in Section 4.2(a). “GAAP” means generally accepted accounting principles as in effect from time to time in the United States. “Governmental Authority” means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, foreign or domestic, including any governmental authority, agency, department, board, commission or instrumentality of the United States or other country, any state, province, tribal authority or any political subdivision of any of the foregoing, and any tribunal, court, arbitrator(s) or other private adjudicator whose decisions are binding of competent jurisdiction, and shall include the Bankruptcy Court. “Grupo” means Grupo Mexico S.A.B. de C.V. and its subsidiaries or Affiliates other than ASARCO and any subsidiary or affiliate owned or controlled by ASARCO. “Guarantor” shall have the meaning set forth in the preamble hereto. “Guarantor Opinion” means the opinion of counsel to Guarantor attached as Exhibit C-2 hereto, delivered to Sellers in connection with the execution and delivery of this Agreement. “Hayden Settlement Agreement” means the Administrative Settlement Agreement and Order on Consent for Removal Action, U.S. EPA Region IX, CERCLA Docket No. 2008-09, and the Administrative Settlement Agreement and Order on Consent for Removal Action, U.S. EPA Region IX, CERCLA Docket No. 2008-13, by and among the U.S. Environmental Protection Agency, the Arizona Department of Environmental Quality and ASARCO. “Hazardous Materials” means any substance, material, pollutant, contaminant, waste, or special waste, whether solid, liquid or gaseous, that is infectious, toxic, hazardous, explosive, corrosive, flammable or radioactive or which is defined, designated, listed, regulated or included in any Environmental Law, including asbestos or asbestos-containing material, petroleum or petroleum additive substances, polychlorinated biphenyls or sewage.