Liabilities definition
Examples of Liabilities in a sentence
The Acquired Fund shall deliver to the Acquiring Fund the Acquired Fund’s Statement of Assets and Liabilities as of the Closing Date pursuant to paragraph 7.2 hereof.
The Excluded Liabilities include, without limitation, all liabilities (i) relating to or arising out of the Business or the Acquired Assets on or prior to the Closing; (ii) for any product designed, manufactured, or sold by Seller on or prior to the Closing, including product-liability, warranty, and recall claims; (iii) for Taxes of Seller; and (iv) relating to the Excluded Assets.
Each Founder, jointly and severally, hereby unconditionally and irrevocably guarantees to Buyer the due and punctual payment and performance of all indemnification obligations of Seller under this Article IX in respect of (a) the representations and warranties in Section 5.4 (Title) and Section 5.7 (Intellectual Property), (b) the Excluded Liabilities, and (c) fraud (collectively, the “Guaranteed Obligations”).
Any claims under this Section 11.07 (Indemnification) in respect of any Indemnified Liabilities are referred to herein, collectively, as “Indemnity Claims”.
The aggregate purchase price for the Acquired Assets is $1,250,000 (the “Purchase Price”), plus the Royalty and the assumption of the Assumed Liabilities.