PTO Liability definition
Examples of PTO Liability in a sentence
On the Closing Date Buyers shall pay to Seller $41,300,000 less the PTO Liability (the amount of which PTO Liability shall be certified by Seller to Buyers at Closing) to an account designated by Seller, by fedwire transfer in immediately available U.S. dollars (the "Purchase Price").
Except for the Assumed PTO Liability and as provided in Section 8.5, Buyer will not pursuant to this Agreement assume, agree to pay, perform or discharge, or in any way be responsible for, any debts (including interest and/or penalties thereon), liabilities or obligations of Seller of any kind or nature whatsoever.
Further, the certification on the Closing Date by Seller of the PTO Liability shall constitute a representation and warranty by Seller under this Article 5, which shall be true and correct on the Closing Date.
The aggregate cash consideration for the Purchased Assets shall be (a) $4,500,000 (the “Base Purchase Price”), plus (b) the Purchased Inventory Price, if any, minus (c) the amount of the Assumed PTO Liability.
Except with regard to the Accrued PTO Liability, the Seller will be responsible for any accrued and unpaid vacation, sick time, personal holidays, flexible time off, paid time off or other similar benefits of any of the Seller’s employees, including without limitation, the Employees, through the Closing Date.
Except with regard to the Accrued PTO Liability, in no event shall Buyer assume or become liable for past or future obligations of the Seller to any employee, regardless of whether such employee is employed by Buyer after the Closing Date.
Seller shall pay, in accordance with applicable law, earned, but unused vacation pay, sick leave or other paid time off as of the close of business on the Closing Date to any Current Employees who do not become Transferred Employees; provided, however, that Buyer shall be liable for the Assumed PTO Liability to the extent that the Purchase Price is reduced thereby.