Seller Debts definition

Seller Debts means, in each case, solely to the extent that any of the Purchased Assets is bound by any of the following: (i) money borrowed by Seller from any Person; (ii) any indebtedness of Seller arising under leases required to be capitalized under GAAP or evidenced by a note, bond, debenture or similar instrument; (iii) any indebtedness of Seller arising under purchase money obligations or representing the deferred purchase price of property and services (other than accounts payable and current trade payables incurred in the ordinary course of Seller’s Business); (iv) any Liability of Seller under any guaranty, letter of credit, performance credit, bankers’ acceptances, or other agreement having the effect of insuring a creditor against loss; or (v) all indebtedness of others referred to in paragraphs (i) through (iv) above guaranteed by Seller.
Seller Debts means, collectively, (i) Seller DP Obligations and (ii) Seller Purchase Debts.
Seller Debts means the debts, liabilities, taxes, obligations and claims of Seller with respect to all payments and benefits to past and/or present employees of Seller in connection with the business being conducted on or from the Real Property as may have accrued through Closing (including, but not limited to, salaries, wages, commissions, bonuses, vacation pay, health and welfare contributions, pensions, profit sharing, severance or termination pay, or any other form of compensation or fringe benefit). The parties acknowledge that the purchase and sale of the Property involves only the purchase and sale of the Property and that Seller is not selling a business nor do the parties intend that Purchaser be deemed a successor of Seller with respect to any liabilities of Seller to any third parties other than (a) the tenants under the Leases, (b) for Leasing Costs, (c) for Taxes, (d) for matters or conditions accepted or assumed by Purchaser pursuant to this Agreement, the Deed or the Assignment, (e) the Pending Litigation Settlement, (f) for any matters for which Purchaser receives a credit at Closing, and (g) pursuant to the Permitted Exceptions. Purchaser shall not assume the Seller Debts, which shall be solely those of Seller, and Seller hereby agrees to indemnify, defend and hold harmless Purchaser against any loss, cost, liability, damage or expense with respect thereto. In no event shall this Section 12.21 diminish or modify, or be deemed to diminish or modify, the disclaimers and other agreements set forth in this Agreement, including without limitation Article 11. This Section shall survive Closing.

Examples of Seller Debts in a sentence

  • Accordingly, Purchaser shall neither assume nor be liable for the Seller Debts or any of the debts, liabilities, taxes or obligations of, or claims against any other person or entity, of any kind or nature, whether existing now, upon Closing or at any time thereafter, which shall be solely those of Seller, and Seller hereby agrees to indemnify Purchaser against any liability with respect thereto.

  • Accordingly, Purchaser shall neither assume nor be liable for the Seller Debts, whether existing now, upon Closing or at any time thereafter, which shall be solely those of Seller, and Seller hereby agrees to indemnify Purchaser against any liability with respect thereto.

  • The amount to be deposited (“Cash for Closing”) shall equal (i) $18,600,000.00 minus (ii) $100,000.00 previously paid pursuant to Section 2.4.1 and minus (ii) the amount of the credit granted to Buyer for payment of Seller Debts prior to Closing pursuant to Section 2.6. Conditioned upon Disbursing Agent’s receipt of the Cash for Closing, Buyer shall be credited at Closing with the amount of the Cash for Closing.

  • Accordingly, Purchaser shall neither assume nor be liable for the Seller Debts or any of the debts, liabilities, taxes or obligations of, or claims against any other person or entity, of any kind or nature, whether existing now, upon Closing or at any time thereafter, which shall be solely those of Sellers, and Sellers hereby agree to indemnify, defend and hold harmless Purchaser against any loss, cost, liability, damage or expense with respect thereto.

  • For all Seller Debts that are paid in full by Buyer prior to Closing, Buyer shall receive a credit toward the Purchase Price in an amount that equals the actual amount legally due from Seller to each particular creditor of Seller on the date of the full settlement of the particular Seller Debt, regardless of the actual amount paid to settle the Seller Debt.

  • In this way, ‘robustness’ is key to managing and mitigating economic risk.

  • Purchaser shall not assume the Seller Debts, which shall be solely those of Seller, and Seller hereby agrees to indemnify, defend and hold harmless Purchaser against any loss, cost, liability, damage or expense with respect thereto.

  • Pursuant to Section 2.6, Buyer may pay Seller Debts prior to Closing.

  • Buyer has performed all obligations, covenants and agreements to be performed prior to Closing as set forth in this Restated Purchase Agreement, including without limitation (i) executing the Restated Disbursing Agreement in accordance with Section 2.5; (ii) timely paying Seller Debts pursuant to Section 2.6; or (iii) timely depositing the Cash for Closing pursuant to Section 2.4.3.

  • In addition, pre-survey work suggested respondents were more likely to overstate than understate their true willingness to pay.

Related to Seller Debts

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Seller Guarantor means (i) [ ] (so long as it qualifies as an Acceptable Guarantor) or (ii) any other Acceptable Guarantor.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Debts means all amounts owing by the Customer to the Company on any account whatsoever;

  • Seller Documents shall have the meaning set forth in Section 4.2.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • Seller Default has the meaning set forth in Section 11.2.

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

  • Subordinated Liabilities means liabilities subordinated to the Borrower’s obligations to the Bank in a manner acceptable to the Bank in its sole discretion.

  • Guaranteed Liabilities means: (a) each Borrower’s prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from any Borrower to any one or more of the Secured Parties, including principal, interest, and fees (including fees and expenses of counsel); (b) each Loan Party’s prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by such Loan Party under the Credit Agreement, the Notes and all other Loan Documents; and (c) the prompt payment in full by each Loan Party, when due or declared due and at all such times, of obligations and liabilities now or hereafter arising under Secured Cash Management Agreements and Secured Hedge Agreements; provided, however, that the Guaranteed Liabilities shall not include any Excluded Swap Obligations. The Guarantors’ obligations to the Secured Parties under this Guaranty Agreement are hereinafter collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the “Guarantor’s Obligations”. Notwithstanding the foregoing, the liability of each Guarantor individually with respect to its Guarantor’s Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed Liabilities. Certain of the Guarantors’ Obligations are secured by various Security Instruments referred to in the Credit Agreement, including without limitation the Security Agreement. For purposes of this Guaranty Agreement, the following terms have the following definitions:

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Seller has the meaning set forth in the preamble.

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.

  • Buyer Party means each of (i) the Buyer and (ii) each Affiliate of the Buyer that is a party to a Transaction Agreement.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Trade Payables means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Seller Affiliate means any Affiliate of Seller.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.