Specified Liabilities. At the Closing, Buyer will not assume any of the liabilities, obligations or debt of Seller except the following explicitly listed liabilities and then only to the extent solely related to the Specified Assets (the “Specified Liabilities”):
Specified Liabilities. Section 1.3(g) STOCK OPTION PLANS.............................................Section 4.3(m) SUPERIOR BID..............................................Section 10.1(b)(ii) SUPPLIES.........................................................Section 12.1
Specified Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, for the one (1)-year period immediately following the Closing Date, Seller shall retain, and shall be responsible for paying, performing and discharging when due, any Specified Liabilities; provided that (i) Purchaser shall be responsible for paying, performing and discharging when due the first $500,000 of any such Specified Liabilities, which shall be considered Assumed Liabilities, (ii) Seller’s responsibility for the Specified Liabilities in accordance with this Section 1.6 shall only apply to Specified Liabilities that are, individually or in the aggregate (to the extent arising from the same or substantially similar facts or circumstances), in excess of $100,000 (in which case Seller shall be responsible for the entire amount of such Specified 7 Liabilities without regard to such $100,000 amount), subject to the Specified Liabilities Cap, and (iii) in no event shall Seller be responsible for more than $1,500,000 in the aggregate (the “Specified Liabilities Cap”) of the Specified Liabilities retained by Seller in accordance with this Section 1.6. For the avoidance of doubt, following the expiration of the one (1)-year period immediately following the Closing Date, all Specified Liabilities, other than any Specified Liabilities for which Purchaser has provided written notice to Seller during such period, shall be Assumed Liabilities without regard to this Section 1.6. (b) For purposes of this Agreement, “Specified Liabilities” means, to the extent not constituting Excluded Liabilities, any liabilities or obligations incurred by Purchaser during the one (1)-year period immediately following the Closing Date to the extent such liabilities or obligations arise from or relate to the conduct or operation of the Business prior to the Closing Date. ARTICLE 2.
Specified Liabilities. At the Closing, Buyer will not assume any of the liabilities, obligations or debt of Seller except the following explicitly listed liabilities and then only to the extent solely related to the Specified Assets (the “Specified Liabilities”): 2.1.3.1 The Transferred Employees’ accrued vacation and sick leave accrued through the Closing Date listed on Schedule 2.1.3.1 which schedule shall be delivered at Closing by the Seller. 2 2.1.3.2 The outstanding purchase orders (i) for stainless steel products with customers that have not begun production as of the Closing and (ii) for raw material with suppliers (other than those related to the Seller Ongoing Operation) that Seller and Buyer shall identify in agreement between them before Closing. Such purchase orders with customers and suppliers will be listed on Schedule 2.1.3.2 to be agreed upon and exchanged between the Parties at Closing. 2.1.3.3 The trade accounts payable listed on Schedule 2.1.3.3, which schedule shall be delivered and agreed upon at Closing. 2.1.3.4 The verbal manufacturers’ representative agreement with Excel Metals Inc. 2.1.4
Specified Liabilities. Upon the terms and subject to the conditions hereof, the Purchaser hereby assumes from the Seller all Liabilities arising with respect to the performance after the date hereof of the Specified Licenses, excluding any Liability resulting from any breach thereof by the Seller prior to the date hereof (collectively, the “Specified Liabilities”). 1.3 Purchase Price The Purchase Price shall be paid by the Purchaser to Footstar simultaneous with the execution hereof by wire transfer of immediately available funds. The “Purchase Price” shall be a cash payment in the aggregate amount of thirteen million, six thousand two hundred and fifty dollars ($13,006,250.00). 1.4 Closing Subject to the terms and conditions of this Agreement, the sale and purchase of the Purchased Assets and the assumption of the Specified Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as
Specified Liabilities. Any Obligation of the Buying Companies included in the Specified Liabilities as set forth in Section 2.1.2.
Specified Liabilities. Newmont shall be solely liable for the Specified Liabilities and, unless agreed otherwise between the Purchaser and Newmont, at, before, or as soon as reasonably practicable after Completion, shall pay to the relevant creditors in cash the amount of the Specified Liabilities due to them or as accepted by the relevant creditors in full satisfaction, provided that, if the amounts are not determinable, the amounts to be paid on, before, or as soon as reasonably practicable after Completion shall be equal to the amounts shown on KCCL's financial statements as at 30 June 2002 and adjusted to the actual amount of the relevant Specified Liability within 30 days of Completion.
Specified Liabilities. Immediately following the completion of the Closing, the Company shall not have any liabilities or obligations other than the Leases, Specified Contracts, Permitted Exceptions (collectively “Specified Liabilities”). The Company has paid and shall pay in full on or before Closing all hard and soft costs in connection with development and construction of the Project. The Company and Manager hereby (i) terminate all agreements between Company and Manager effective as of Closing, and (ii) agree that all obligations of the Company to Manager, including, but not limited to, any obligations under any agreements between the Company and Manager, including, but not limited to, any indemnities, shall be deemed satisfied or waived by Manager as of Closing.
Specified Liabilities. Specified Liabilities" means all of the --------------------- liabilities and obligations of Alchut as of the Effective Date relating exclusively to the Business whether or not reflected on Alchut's books and records.
Specified Liabilities. Except as provided in Section 1.5 above, each of the Specified Liabilities shall have been paid in full as of the Closing Date, and any and all security interests in the assets of the Company shall have been unconditionally released.
