Personal Liabilities definition

Personal Liabilities means any and all Balance Sheet Liabilities of Purchaser as of the Sale Date to (i) any Former Mildred Elley Shareholder (including, but not limited to, th▇ ▇▇▇▇▇r ▇▇▇▇red Elley Notes, settlement with Lynne Francey, if any, ▇▇▇ $▇▇,▇▇▇ ▇udgment in favor of Ms. ▇▇▇▇▇ ▇▇ ▇▇▇ Takes Litigation), and (ii) any shareholder, officer or director of Purchaser or Former Mildred Elley, or affiliate of either; or by any relative or ▇▇▇▇▇▇a▇ ▇▇▇end of any of the foregoing, unless such liability arises from a loan by any such person after the date hereof to Purchaser for a reasonable business purpose on commercially reasonable and customary terms and conditions and which is to be amortized over a period not to exceed five (5) years. It is understood and agreed that in connection with the First Day Balance Sheet, Purchaser contemplates the inclusion as liabilities on such First Day Balance Sheet, approximately $649,000 of obligations under Former Mildred Elley Notes and approximately $60,000 relating to no▇▇▇ ▇▇ S▇▇▇▇▇ to Ms. Takes which were the subject of the judgment in the Takes Litigation. It is intended that regardless of the form of restructure by Purchaser of any and all Personal Liabilities, on the Sale Date, to the extent Purchaser remains obligated for payments arising from or in connection with any such restructured Personal Liabilities, they shall continue to be deemed Personal Liabilities for purposes of the calculation of net total consideration or remuneration (e.g., if Purchaser obtains a third party loan in payment of such liabilities).
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Examples of Personal Liabilities in a sentence

  • The Personal Liabilities are exceptions to any non-recourse or exculpation provisions in the Loan Agreement, the Note, this Mortgage or the other Loan Documents, and Borrower and any guarantor or indemnitor with respect to the Loan are fully and personally liable for the Obligations set forth in the Personal Liabilities.

  • A separate action or actions may be brought and prosecuted against Borrower with respect to the Obligations set forth in the Personal Liabilities, whether or not an action is brought against any other Person and whether or not any other Person is joined in the action or actions.

  • At the Closing, the Mesa Companies shall assume and become responsible for all of the Shareholder's Personal Liabilities.

  • To the extent that the Shareholder is not released from any of the Shareholder's Personal Liabilities listed on Schedule 6.14 and not marked with an asterisk, Liquids will indemnify the Shareholder from expenses or losses incurred by him in connection with such Shareholder's Personal Liabilities.

  • As soon as practicable following Closing, but in any event within the earlier of thirty (30) days following the date upon which the Registration Statement referred to in Section 5.10 is declared effective or 120 days following Closing, Liquids will use its commercially reasonable efforts to cause the Shareholder to be released from any personal liability on the Shareholder's Personal Liabilities listed on Schedule 6.14 but not marked with an asterisk.

  • Personal Liabilities for the student shall be equal to those of POSTSECONDARY INSTITUTION students.

  • Buyer shall neither assume nor otherwise be or become responsibility for any of the Buyer’s Personal Liabilities, regardless of whether said personal liabilities were directly related to business services performed to Reefo Logistics, in connection with the operation of the Company.

  • The parties acknowledge and agree that those liabilities listed on Schedule 6.14 (the "Shareholder's Personal Liabilities") have been incurred by the Shareholder on behalf of the Mesa Companies or have been incurred by a Mesa Company and guaranteed by the Shareholder and, as between the Mesa Companies and the Shareholder, have been treated as liabilities of the Mesa Companies.

  • Seller shall have been released from all of the Other Personal Liabilities or received guarantees, insurance, a letter of credit or other security, in each case satisfactory to Seller, in his reasonable discretion, with respect to any Other Personal Liability that has not been released.

  • At any time, and from time to time hereafter, upon the reasonable request of Sellers, and without payment of further consideration by Sellers, Buyers will do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, documents, correspondence, instruments, transfers, endorsements and conveyances as may be reasonably required in order to assign, transfer, and convey to Buyers any or all of the Personal Liabilities.

Related to Personal Liabilities

  • Personal liability means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:

  • General Liabilities shall have the meaning given it in Article III, Section 6(b) of this Declaration of Trust;

  • Professional liability insurance means insurance against legal liability incident to the practice of a profession and provision of a professional service.

  • Personal Law means the law of inheritance and succession as applicable to the individual Unit Holder.

  • Legal Liability means responsibility which courts recognize and enforce between persons who sue one another.