Existing Liabilities definition

Existing Liabilities means the Existing Financial Indebtedness set out in (Existing Liabilities) clause of this Agreement.

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Existing Liabilities means the "Liabilities" under and as defined in the Existing Credit Agreement.

Existing Liabilities means bona fide liabilities of the Company, recorded on the Company’s books and records in accordance with U.S. Generally Accepted Accounting Principles.

Examples of Existing Liabilities in a sentence

• The Shareholders and Husbands shall indemnify, defend and hold Trans-Mex and Swift harmless from all such Existing Liabilities, of whatever nature, whether known or unknown, fixed or contingent, if any third party asserts or prosecutes a claim against Trans-Mex or Swift arising from any such Existing Liabilities subsequent to the Closing.

• Upon the request of Omega Parent (such requests not to be made more frequently than twice in any thirty (30)-day period), Buyer shall confirm in writing to Omega Parent and Omega UK that Buyer has not sold, transferred or otherwise disposed of any of the Buyer Assets and that Buyer has no material liabilities other than the Existing Liabilities and the Transaction Loans.

• Buyer owns the Buyer Assets free and clear of any Liens, other than any Existing Liabilities.

• At the Closing, Buyer will (i) deliver to Seller, by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by Seller to Buyer on or before the Closing Date, the amount equal to (x) the Upfront Payment minus (y) the Estimated Buyer Closing Date Net Profits and the Seller Existing Liabilities, and (ii) assume the Assumed Liabilities.

• It is the parties' intent that the Seller pay all liabilities of the Company existing as of the Closing or arising thereafter and relating to the operation of the Company prior to the Closing, including without limitation liabilities for taxes (and tax returns) through the Closing and the items listed on the SCHEDULE OF CLAIMS AND LITIGATIONS (the "Existing Liabilities").

More Definitions of Existing Liabilities

Existing Liabilities. Existing Liabilities" means the Company's liabilities or obligations reflected or reserved against in the Closing Balance Sheet.

Existing Liabilities means all present and future moneys (including a principal amount of up to three hundred and forty five million three hundred and ninety thousand sixty six US Dollars and thirteen cents (US$345,390,066.13)), debts and liabilities due, arising or incurred by (among others) the Sellers to the Existing Mortgagee (and any other relevant creditor parties) and which is secured by (among other things) the Existing Mortgage.

Existing Liabilities means all of the Liabilities of the Loan Parties at the time the Loan Parties filed for bankruptcy.

Existing Liabilities as used herein shall mean and include all debts, obligations and liabilities of the CORPORATION existing or accrued at time transfer hereunder, including but not limited to: Accounts payable, Expenses payable, Notes payable, Taxes accrued to date, Accrued wages, Rents, Loan due any party, and Obligations of every nature and description, whether secured or unsecured, disputed or undisputed, known or unknown, liquidated or unliquidated, presently due or due at a future time, contingent or non-contingent and notwithstanding whether the Corporation’s liability is primary or secondary. Exempted from liability are contingent claims, known or unknown, of which there is adequate insurance coverage, and further exempted are all interest charges, service fees, penalties, or other like assessments for late payment accrued from date of transfer. The BUYER shall prepare a schedule of liabilities as above defined, and annex same at time of transfer as Exhibit A.

Existing Liabilities means (i) the “Obligations” as defined in the Existing Term Loan Credit Agreement, (ii) the “Secured Obligations”, as defined in the security documents executed and delivered in connection with the Existing Term Loan Credit Agreement, and (iii) the “Guaranteed Obligations”, as defined in the Existing Facility Guaranty.

Existing Liabilities means liabilities incurred by the Borrower in the course of its ordinary business operations (i) under an agreement to lease property to the US Guarantor, (ii) from equipment purchases or (iii) for professionals' fees;

Existing Liabilities after making the withdrawals specified in clauses (i) through (viii) above, on any Repayment Date, withdraw and transfer directly to such payees as Borrower specifies amounts that are necessary to pay Pre-Existing Liabilities; and 65