any IPO Liabilities Sample Clauses

any IPO Liabilities. In the event that any member of the Palm Group makes a payment to the 3Com Indemnitees hereunder, and any of the 3Com Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, 3Com will promptly repay (or will procure a 3Com Indemnitee to promptly repay) such member of the Palm Group the amount by which the payment made by such member of the Palm Group exceeds the actual cost of the associated indemnified Liability. This SECTION 1.2 shall not apply to any Liability indemnified under SECTION 1.4.
Sample 1
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any IPO Liabilities. Notwithstanding the foregoing language, Optical Access shall not indemnify the MRV Indemnitees from any Liabilities that any third party seeks to impose upon the MRV Indemnitees, or which are imposed upon the MRV Indemnitees, and that relate to, arise out of or result from any of the following items (i) the complaint captioned Waldxx x. Jolt, Ltd. as further described in the IPO Registration Statement; (ii) patent claims related to or stemming from notices received from Nortel Networks, Inc., as described in the IPO Registration Statement only as they relate to sales of OptiSwitch products prior to the IPO; and (iii) claims related to the use of the name Optical Access or Optical Access, Inc., or the use of any trademarks, service marks or trade names associated with those names. In the event that any member of the Optical Access Group makes a payment to the MRV Indemnitees hereunder, and any of the MRV Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, MRV will promptly repay (or will procure a MRV Indemnitee to promptly repay) such member of the Optical Access Group the amount by which the payment made by such member of the Optical Access Group exceeds the actual cost of the associated indemnified Liability. This Section 1.2 shall not apply to any Liability indemnified under Section 1.4.
Sample 1
any IPO Liabilities. In the event that any member of the NPT Group makes a payment to the Schlumberger Indemnitees hereunder, and any of the Schlumberger Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, Schlumberger will promptly repay (or will procure a Schlumberger Indemnitee to promptly repay) such member of the NPT Group the amount by which the payment made by such member of the NPT Group exceeds the actual cost of the associated indemnified Liability. This Section 1.2 shall not apply to any Liability indemnified under Section 1.4.
Sample 1
any IPO Liabilities. In the event that any member of the Luminent Group makes a payment to the MRV Indemnitees hereunder, and any of the MRV Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, MRV will promptly repay (or will procure a MRV Indemnitee to promptly repay) such member of the Luminent Group the amount by which the payment made by such member of the Luminent Group exceeds the actual cost of the associated indemnified Liability. This Section 1.2 shall not apply to any Liability indemnified under Section 1.4.
Sample 1
any IPO Liabilities. In the event that any member of the McDATA Group makes a payment to the EMC Indemnitees hereunder, and any of the EMC Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, EMC will promptly repay (or will procure an EMC
Sample 1
any IPO Liabilities. In the event that any member of the SNAP Group makes a payment to the Quantum Indemnitees hereunder, and any of the Quantum Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, Quantum will promptly repay (or will procure a Quantum Indemnitee to promptly repay) such member of the SNAP Group the amount by which the payment made by such member of the SNAP Group exceeds the actual cost of the associated indemnified Liability. This SECTION 1.2 shall not apply to any Liability indemnified under SECTION 1.4.
Sample 1

Related to any IPO Liabilities

  • No Liabilities Upon Closing, Pubco shall have no direct, indirect or contingent liabilities outstanding that exceed in the aggregate $10,000.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • Default Liabilities 6.1 The Parties agree and acknowledge that, if any Party (hereinafter the “Defaulting Party”) commits material breach of any provision hereof, or materially fails to perform or delays in performing any obligation hereunder, such breach or failure or delay shall constitute a default under this Agreement (hereinafter a “Default”), then any non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within 10 working days following the written notice issued by the non-defaulting Party and the rectification requirement, the non-defaulting Party shall be entitled to decide to, at its discretion:

  • Product Liabilities There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Material Liabilities The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, (ii) obligations under the Notes and in connection with the Advance and (iii) as contemplated by the Merger Agreement and the Transaction Documents.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

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