Liabilities and Obligations of Seller Sample Clauses

Liabilities and Obligations of Seller. Seller understands and acknowledges that Buyer is not assuming any liabilities or obligations of Seller other than the Assumed Obligations expressly set forth in Section 1.03.
Sample 1Sample 2
AutoNDA by SimpleDocs
Liabilities and Obligations of Seller. III.5.1 Attached hereto as Exhibit 3.5.1 are true, correct and complete copies of Seller's unaudited balance sheets for the Business as of March 31, 1999 and March 31, 2000 and the related statements of income for the years then ended (the "1999 and 2000 Financial Statements"). Also attached hereto to Exhibit 3.5.1 is a true, correct and complete copy of Seller's unaudited balance sheet for the Business as of June 30, 2000, and the related income statement for the period then ended (the "Interim Financial Statements"). The 1999 and 2000 Financial Statements and Interim Financial Statements have been prepared from and are in complete accordance with the books and records of the Business, are true and complete statements of the financial position of the Business as of their respective dates, have been prepared in accordance with generally accepted accounting principles consistently applied, fairly present the financial position and results of operations of the Business as of the respective dates thereof, and disclose all liabilities of the Business, whether absolute, contingent, accrued or otherwise, existing as of the respective dates thereof. The books and records of the Business are sufficient and accurate to the extent (i) to permit Purchaser's independent certified public accountants to conduct an audit of the Business sufficient in scope to permit the issuance of an unqualified opinion on the financial statements of the Business and (ii) to permit Purchaser to comply with any applicable reporting requirements under any applicable federal or state securities laws.
Sample 1
Liabilities and Obligations of Seller. Except as set forth on SCHEDULE 6(I), each Seller will have on the Closing Date no debts, liabilities, contracts, commitments or other obligations, direct or indirect, absolute or contingent, determined or undetermined, relating to or affecting their Shares.
Sample 1
Liabilities and Obligations of Seller. Buyer is accepting none of the Seller’s liabilities or obligations, except those identified on Schedule 1(e) (“Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume, nor shall Buyer be responsible for, any debts, liabilities, obligations, or commitments of Seller whatsoever, whether actual, absolute, accrued, fixed, contingent, asserted or unasserted, including without limitation: (i) any of Seller’s accounts payable or other obligations or claims payable; (ii) any of Seller’s liabilities relating to any federal, state, local or other governmental taxes, fees, penalties or related charges; (iii) except for those contracts assumed by Buyer pursuant to Paragraph 1(d) above, any liabilities or obligations arising under any contract or agreement to which Seller is a party or relating to any violation or breach of any thereof; (iv) any liabilities of Seller arising in connection with any employees of Seller as a result of Seller’s employment or discharge of any such persons; (v) any liabilities arising from the failure of Seller to comply with the rules and requirements of employee pension or benefit plan provisions; or (vi) any fines, civil penalties or other liabilities based upon or arising out of any claim, action, suit, litigation or proceeding to which Seller is or may be named a party, or relating to the Business.
Sample 1
Liabilities and Obligations of Seller. 2 Section 2.1. Subject to Seller's Liabilities . . . . . . . . . . 2
Sample 1
Liabilities and Obligations of Seller. Section 2.1. Subject to Seller's Liabilities. Subject to the limitations listed in Section 2.2, the Purchaser agrees:
Sample 1
Liabilities and Obligations of Seller. 3.4.1 Attached hereto to Exhibit 3.4.1 is a true, correct and complete copy of Seller's unaudited balance sheet as of inception and the related income statement for the period from inception to May 4, 2001 (the "Interim Financial Statements"). The Interim Financial Statements have been prepared from and are in complete accordance with the books and records of Seller, are true and complete statements of the financial position of Seller as of their respective dates, have been prepared in accordance with generally accepted accounting principles consistently applied, fairly present the financial position and results of operations of Seller as of the respective dates thereof, and disclose all liabilities of Seller, whether absolute, contingent, accrued or otherwise, existing as of the respective dates thereof. The books and records of Seller are sufficient and accurate to the extent (i) to permit Purchaser's independent certified public accountants to conduct an audit of Seller sufficient in scope to permit the issuance of an unqualified opinion on the financial statements of Seller and (ii) to permit Purchaser to comply with any applicable reporting requirements under any applicable federal or state securities laws.
Sample 1
AutoNDA by SimpleDocs
Liabilities and Obligations of Seller 
Sample 1Sample 2Sample 3See All (5)

Related to Liabilities and Obligations of Seller

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Assumption of Liabilities and Obligations (a) Subject to the provisions of paragraph 7, as of the Closing Date, Broadcasting shall assume and undertake to pay, discharge and perform all the obligations and liabilities of Seller relating to a Station under the Assumed Contracts relating to the time period beginning on or arising out of events occurring on or after the Closing Date. Subject to the LMA, all other obligations and liabilities of Seller, including, without limitation, (i) obligations or liabilities under any contract not included in the Assumed Contracts, (ii) obligations or liabilities under any Assumed Contract for which a consent to assignment, if required, has not been obtained as of the Closing Date, (iii) any obligations and liabilities arising under the Assumed Contracts that relate to the time period prior to the Closing Date and (iv) any forfeiture, claim or pending litigation or proceeding relating to the business or operations of any Station prior to the Closing Date, shall remain and be the obligation and liability solely of Seller. Other than as specified in the first sentence of this paragraph 4, Buyer, directly or indirectly, shall assume no liabilities or obligations of Seller and shall not be liable therefor. If Buyer is liable by operation of law for liabilities of Seller not expressly assumed by Buyer, then Seller shall not be liable to Buyer with respect to such liabilities unless and to the extent Seller is liable to Buyer under Seller's indemnification obligations under paragraph 18. Xx. Xxxxxxx Xxxxxxx Page 5 January 16, 1998

  • Duties and Obligations of BNY (a) Subject to the direction and control of each Fund’s Board and the provisions of this Agreement, BNY shall provide to each Fund (i) the administrative services set forth on Schedule I attached hereto and (ii) the valuation and computation services listed on Schedule II attached hereto.

  • Duty Obligations and Liabilities (a) The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Agent deals with similar property for its own account. The powers conferred on the Agent hereunder are solely to protect the Agent’s interest in the Collateral and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith, or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. In addition, the Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Agent in good faith.

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Rights and Obligations of the Parties 2.1 During the term of this Agreement, Party A’s rights and obligations include:

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Rights and Obligations of Each Fund The rights and obligations set forth in this Agreement with respect to each repurchase transaction shall accrue only to the Participating Funds in accordance with their respective interests therein. No other Fund shall receive any rights or have any liabilities arising from any action or inaction of any Participating Fund under this Agreement with respect to such repurchase transaction.

Time is Money Join Law Insider Premium to draft better contracts faster.