Unassumed Liabilities definition

Unassumed Liabilities shall have the meaning set forth in Section 3.1.

Unassumed Liabilities shall have the meaning set forth in Section 8.2(a).

Unassumed Liabilities means all Liabilities of X Ray other than Current Liabilities; "Unassumed Liabilities" specifically includes Liabilities for interest, current maturities of interest-bearing debt, obligations for Taxes arising on or prior to the Closing Date (including Taxes in respect of the Tax Returns referred to in Sections 6.9 and 7.8) and obligations due to the Sellers (in their respective capacities as shareholders of X Ray), their respective family members or XRI Management Company.

Examples of Unassumed Liabilities in a sentence

• Claims for indemnification pursuant to Sections 11.1(a) (Misrepresentation and Breach of Warranty), to the extent it is based on a breach of Section 3.5 (Mortgages, Security Interests, Liens, and Other Encumbrances of Title), 11.1(b) (Breach of Covenant or Agreement), 11.1(c) (Taxes), and 11.1(f) (Unassumed Liabilities), to the extent it is based on an Absolute Unassumed Liability, shall be paid from the first dollar of Loss.

• Notwithstanding such payment, the Sellers shall remain responsible for paying any remaining Unassumed Liabilities.

• Notwithstanding the above, the Bank may delay any payment provided for herein until a date no later than the date that is six months following the Executive’s termination of employment, if, in the opinion of the Bank’s certified public accountants, such delay is necessary in order to avoid the imposition of an excise tax upon the Executive under Section 409A of the Code.

• Any Preliminary Net Working Capital Deficit shall be increased dollar-for-dollar by the amount of Unassumed Liabilities, if any, appearing on the Preliminary Closing Date Balance Sheet; any Preliminary Net Working Capital Surplus shall be reduced dollar-for-dollar by the amount of Unassumed Liabilities, if any, appearing on the Preliminary Closing Date Balance Sheet.

• A list of all refunds and credits due as of the Closing Date shall be set forth on Schedule 3.1 hereto and such refunds and credits shall be deemed Unassumed Liabilities.

More Definitions of Unassumed Liabilities

Unassumed Liabilities. (as defined in Section 1.9) unless such property, right or asset is included on the "Final Closing Balance Sheet" (as defined in Section 1.7(a));

Unassumed Liabilities means, other than the Assumed Liabilities, any and all liabilities, duties and obligations of, and claims against or relating to, the Company or the Principal or the ownership, possession or use of any of the Assets prior to the Closing, whether accrued, unaccrued, absolute, contingent, known or unknown, asserted or unasserted and whether now existing or arising at any time prior to, at, or after the Closing (including, without limitation, all liabilities of the Company to any of its members, or to any employee, consultant, officer or director of the Company, or to their respective spouses and/or children and/or Affiliates, in any amount whatsoever, and all liabilities of the Company with respect to this Agreement or the Contemplated Transactions, including, without limitation, legal and accounting fees) and any Encumbrance upon any of the Assets.

Unassumed Liabilities means all Liabilities of X Ray other than Current Liabilities; "Unassumed Liabilities" specifically includes Liabilities for interest, current maturities of interest-

Unassumed Liabilities means all (i) indebtedness owing under that certain Revolving Credit Agreement dated May 15, 2003 by and between the

Unassumed Liabilities means: (a) Sellers' obligations and liabilities arising under this Agreement; (b) any obligation of the Company, any of the Company's subsidiaries or Sellers for Taxes (including, without limitation, FICA and other employee withholding Taxes relating to employees or independent contractors) with respect to any Taxable Period (or portion thereof) ending on or prior to the Closing Date in excess of the Tax Reserve reflected on the Closing Date Balance Sheet as finally determined pursuant to Section 2.4; (c) any and all Taxes (including any penalties and interest in respect thereof), of the Company or any of its subsidiaries (i) pursuant to Treas. Reg. ss. 1.1502-6 or any comparable provision of state, local, or foreign law with respect to any Taxable Period beginning before the Closing Date (other than Taxes for which an adequate

Unassumed Liabilities means, any and all liabilities, duties and obligations of, and claims against or relating to, the Seller or the ownership, possession or use of any of the Assets prior to the Closing, whether accrued, unaccrued, absolute, contingent, known or unknown, asserted or unasserted and whether now existing or arising at any time prior to, at, or after the Closing (including, without limitation, all liabilities of the Seller to any employee, consultant, or agent of the Sellers, or to their respective spouses and/or children and/or Affiliates, in any amount whatsoever, and all liabilities of the Sellers with respect to this Agreement or the Contemplated Transactions, including, without limitation, legal and accounting fees) and any Encumbrance upon any of the Assets.

Unassumed Liabilities means all liabilities of CHCI and the CHCI Subsidiaries, other than liabilities incurred in the ordinary course of the business of the Post-September 1 Hospitality Business, or liabilities paid, discharged or assumed by Gaming Spinco or paid or discharged from funds other than Post-September 1 Hospitality Revenues or incurred at the request or direction of OpCo. In addition, in the event that aggregate Net Working Capital (as hereinafter defined) for the Duke Lease (as hereinafter defined) and the leasehold interests held by CHC Lease Partners as reflected on the Phase II Hospitality Assets and Liabilities Schedule is less than zero, then the Initial Number of OpCo Shares shall be reduced at the Closing by an amount equal to the quotient of (i) the amount by which such aggregate Net Working Capital is less than zero and (ii) the Current Market Price of a Paired Share on the Closing Date. If such aggregate Net Working Capital is a positive number, OpCo shall deliver to the Stockholders, pro rata in accordance with their interests set forth on Schedule A, the number of shares of OpCo Preferred Stock equal to the quotient of (i) the amount of such positive aggregate Net Working Capital and (ii) the Current Market Price of a Paired Share on the Closing Date. Net Working Capital with respect to a leasehold interest shall mean total current assets minus total current liabilities with respect to such leasehold, determined in accordance with generally accepted accounting principles consistently applied, except that with respect to all leasehold interests other than the Duke Lease, current assets shall not include any inventory.