Closing Date Liabilities and Distribution Sample Clauses

Closing Date Liabilities and Distribution. (a) Prior to the Closing Date or concurrently with the Closing, the Shareholders shall pay, or shall cause the Company to pay prior to the Closing Date as permitted by Section 9.10, in full all known Closing Date Liabilities, the amount of which is then ascertainable (including Seller Transaction Expenses as permitted pursuant to Section 9.10). Following the Closing, the Shareholders shall promptly pay in full all other Closing Date Liabilities. Effective as of immediately prior to the Closing Date, the Shareholders hereby jointly and severally assume all Closing Date Liabilities without further action by the Shareholders, the Company or any other Person.
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Closing Date Liabilities and Distribution. (a) Immediately prior to the Closing Date, the Shareholders shall cause the Company to pay in full all Liabilities of the Company (including Company Transaction Expenses as permitted pursuant to Section 9.10), other than (i) the Closing Date Trade Payables, the 1996 Unpaid Personal Property Taxes, the 1997 Personal Property Taxes and the Post-Closing Dougxxx Xxxse Obligations (which Closing Date Trade Payables, 1996 Unpaid Personal Property Taxes, 1997 Personal Property Taxes and Post-Closing Dougxxx Xxxse Obligations shall, after the Closing, be the obligation and responsibility of the Company), (ii) any Liabilities of the Company for which the Shareholders are responsible pursuant to Sections 2.3 or 9.10, relating to the period ending on the Closing Date and (iii) those Environmental Liabilities identified on Exhibit 3.1(g) (which Environmental Liabilities shall, after the Closing Date, be the obligation and responsibility of the Shareholders rather than the Company and are, effective as of the Closing Date, hereby assumed by the Shareholders) (such Liabilities, excluding (A) the Closing Date Trade Payables,
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Closing Date Liabilities and Distribution. Prior to the Closing Date or concurrently with the Closing, Sellers shall pay in full in cash all known Closing Date Liabilities, the amount of which is then ascertainable, including any Seller Transaction Expenses in excess of $10,000 in the aggregate. Following the Closing, Sellers shall promptly pay in full all other Closing Date Liabilities (including all Seller Transaction Expenses in excess of $10,000 in the aggregate) as such Liabilities become due. Effective as of immediately prior to the Closing Date, Sellers hereby jointly and severally assume all Closing Date Liabilities, including all Seller Transaction Expenses in excess of $10,000 in the aggregate, without further action by Sellers, the Company or any other Person. To the extent the Company has paid any Closing Date Liabilities, including any Seller Transaction Expenses in excess of $10,000 in the aggregate, which have not been reimbursed by Sellers to the Company prior to the Closing, Sellers will reimburse such Company in cash within two Business Days of the Closing Date.
Sample 1
Closing Date Liabilities and Distribution. (a) Prior to the Closing Date or concurrently with the Closing, the Shareholders and Eide xxxll pay, or shall cause the Company to pay prior to the Closing Date as permitted by Section 9.10, in full all known Closing Date Liabilities, the amount of which is then ascertainable (including Seller Transaction Expenses as permitted pursuant to Section 9.10). Following the Closing, the Shareholders and Eide xxxll promptly pay in full all other Closing Date Liabilities. Effective as of immediately prior to the Closing Date, the Shareholders and Eide xxxeby jointly and severally assume all Closing Date Liabilities without further action by the Company or any other Person.
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Related to Closing Date Liabilities and Distribution

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • 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.

  • Indemnity Obligations Notwithstanding anything to the contrary in this Agreement:

  • Assumed and Excluded Liabilities (a) The applicable Transferred Company shall assume and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement, (ii) all Liabilities in respect of the Assigned Contracts and (iii) all Liabilities set forth on Annex 2.3(a) ((i), (ii) and (iii) collectively, the “Assumed Liabilities”) and (b) one or more members of Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset, whether incurred before, on or after the Closing, (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, except to the extent expressly assumed by Buyer under Section 6.6, (iii) all Taxes for which Seller is responsible under Section 6.5(a), (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than Liabilities relating to, arising out of or resulting from (x) the provision of ILEC Services as conducted on the date of this Agreement or as of the Closing, (y) any similar business conducted by the Transferred Companies prior to the date of this Agreement that would constitute an ILEC Service but for the date restrictions contained in the definition thereof or (z) the Transferred Companies’ historic wireline business conducted within the Territory), and (vi) all Liabilities set forth on Annex 2.3(b), whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities (other than clause (v) of the definition thereof) are not intended to create and expressly exclude any obligation of any member of the Seller Group to assume or be responsible for any Liability related to the infringement, misappropriation or other violation of any Intellectual Property rights.

  • 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”):

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • ADVISOR’S LIABILITIES AND INDEMNIFICATION (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein.

  • ADVISER’S LIABILITIES AND INDEMNIFICATION (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), relating to (i) the Adviser and its affiliates, (ii) the Fund’s investment strategies and related risks, and (iii) other information, in each case only if supplied by the Adviser for inclusion therein.

  • Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

  • Company’s Responsibilities and Expenses Payable by the Company All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

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