Company Liabilities definition

Company Liabilities means (without duplication):
Company Liabilities means the Assumed Liabilities and any Liabilities of the Company and its Subsidiaries immediately prior to the Closing.
Company Liabilities means collectively, except as otherwise provided for in this Agreement or the Ancillary Agreements, any and all Liabilities that arise out of any act, omission, event or condition occurring or arising on or after the Closing Date relating to the ownership, operation or use of the business of the Company or any of its Post-closing Subsidiaries or the Transferred Assets by the Company or any of its Post-closing Subsidiaries. For the avoidance of doubt, the Company Liabilities do not include any Liabilities under the federal or any other securities laws relating to the Public Offering but do include all Liabilities relating to the Employment Agreements irrespective of whether occurring or arising prior to, on or after the Closing Date and all Liabilities relating to any Renewal Obligations.

Examples of Company Liabilities in a sentence

  • All representations and warranties contained herein shall survive the Closing Date and shall continue in full force and effect so long as any Indebtedness hereunder or Company Liabilities are outstanding or unperformed or this Agreement otherwise remains in effect.

  • From and after the date hereof until all of the Company Liabilities have been paid in full, the Companies shall furnish from time to time to the Investor all information the Investor may reasonably request to enable the Investor to prepare and file any form required of the Investor by the SEC, the SBA, or any other Governmental Authority, upon not less than ten (10) Business Days written notice.

  • From and after the date hereof until all Company Liabilities have been irrevocably paid in full and discharged, the Companies shall deliver to the Investor: (a) Monthly Financial Statements.

  • Any payment of the proceeds of such insurance to Investor shall be applied against the outstanding Company Liabilities, first to any unpaid fees and costs, then to accrued and unpaid interest, then to principal.

  • In consideration for the transfer and sale of the Shares to Buyer, on the Closing Date, Buyer shall and hereby agrees to assume and discharge the following liabilities (collectively, the "Assumed Liabilities"): (a) the Acquired Company Liabilities; and (b) any and all liabilities and obligations of Seller and its Affiliates with respect to the Assumed Agreements.


More Definitions of Company Liabilities

Company Liabilities has the meaning set forth in Section 2.4.
Company Liabilities has the meaning set forth in Section 5.14(h).
Company Liabilities means collectively, except as otherwise provided for in this Agreement or the Ancillary Agreements, any and all Liabilities that arise out of any act, omission, event or condition occurring or arising out of or relating to the ownership, operation or use of the Company Business, but excluding any Liabilities arising out of or relating to the Transferred Business.
Company Liabilities means (excluding any Liabilities for Taxes, which shall be governed exclusively by the Tax Separation Agreement and the Tax Receivables Agreement, and in each case other than the Excluded Liabilities):
Company Liabilities means all accrued liabilities or indebtedness of the Company, including, but not limited to, debt from borrowed money or capital leases, accounts payable, royalties payable, pre-Closing Taxes, accrued bonuses, accrued vacation, employee expense obligations including the employer portion of any employment or payroll taxes payable by the Company in connection with compensation (to the extent such compensation is payable on or prior to the Closing), which are required to be reflected on the Company’s balance sheet in accordance with GAAP, and other accrued liabilities relating to operations of the Company through the Effective Time as may be required under GAAP, and accrued and anticipated Transaction Expenses and Taxes relating to the Newco Spin-off (whether or not such Transaction Expenses would be required to be reflected on the Company’s balance sheet in accordance with GAAP).
Company Liabilities shall have the same meaning as Automotive Liabilities in the Master Purchase Agreement.
Company Liabilities has the meaning assigned thereto in Section 10.1.