Company Liabilities Sample Clauses

Company Liabilities. Buyer acknowledges that on and following the Closing, the Riverboat Casino Assets will be subject to the following Liabilities (the "Company Liabilities"), which obligations shall remain the obligations of the Company: (a) subject to Seller's obligations under Section 2(c), all of the Company's respective obligations under the Assumed Executory Leases and Executory Contracts (but not including obligations arising out of a Default thereunder prior to the Closing), to the extent such obligations accrue from and after the date of the Closing (the term "Default", as used herein, meaning (i) a breach, default or violation, (ii) the occurrence of an event that with or without the passage of time or the giving of notice, or both, would constitute a breach, default or violation or cause an Encumbrance to arise, or (iii) with respect to any Contract, the occurrence of an event that with or without the passage of time or the giving of notice, or both, would give rise to a right of termination, renegotiation or acceleration or a right to receive damages or a payment of penalties); (b) all of the Company's respective obligations with respect to accounts payable arising on or after June 20, 2002, the Case petition date, and existing on the Closing Date, excluding the Administrative Claims for professional fees (the "Accounts Payable"); and (i) the accrued liability of the Company as of Closing to pay the ultimate winnings owed to individuals playing the Company's progressive slot machines and games primary progressive reserve, games reserve for top awards, slots reserve for top awards (it being agreed that the progressive slot liability shall be determined by a meter reading by Buyer and Seller at Closing); (ii) poker progressive reserve of the Company; (iii) gift shop certificate liability of the Company; (iv) the Company's lost and found money; (v) the Company's customer safekeeping deposits; (vi) players club accrual (or other outstanding complementaries) of the Company; (vii) outstanding chips/tokens of the Company; (viii) the Company's employee benefit accruals for holiday, vacation, personal day, sick day and severance benefits, all as determined in accordance with good and customary gaming practice; and (ix) all obligations of the Company with respect to other accrued expenses existing on the Closing Date (collectively, "Accrued Expenses and Deferred Obligations"). Following the Closing, neither Buyer nor the Company will assume or otherwise have any responsibil...

Company Liabilities. A Member or Economic Interest Owner will not be personally liable for any debts or losses of the Company beyond the Member's or Economic Interest Owner's respective capital contributions and any obligation of the Members and Economic Interest Owners to make additional Capital Contributions as provided in this LLC Agreement, except as required by law.

Company Liabilities. Except as disclosed in the Financial Statements or as incurred in the Ordinary Course of Business after the Balance Sheet Date, the Company does not have any liabilities or obligations of any kind whatsoever (including unasserted claims or liabilities not required to be disclosed on a balance sheet in accordance with GAAP), whether accrued, contingent, absolute or otherwise, and whether known or unknown, except in each case as would not have a Material Adverse Effect.

Company Liabilities. (a) For the purposes of this Agreement, “Company Liabilities” shall mean (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 subject to there being sufficient funds available in the Company's bank account, meet all liabilities of the Company in relation to this Agreement as and when such liabilities shall become due and payable with the exception of the remuneration and costs payable to the Manager under clause 9 and clause 10 of this Agreement which may only be paid with the prior approval of the Board;

Company Liabilities. All liabilities of the Company, including without limitation, indemnity obligations under Article IX, will be liabilities of the Company, and will be paid or satisfied only from the assets of the Company in accordance with Article IX. No liability of the Company will be the obligation of, or payable in whole or in part by, any Member in its capacity as a Member or by any member, partner, shareholder, director, officer, agent, Affiliate or advisor of any Member or its Affiliates.

Company Liabilities. Vendor understands and agrees that no third party shall guarantee or otherwise be in any way liable with respect to any obligations or liabilities of any Company, except as otherwise expressly provided in this Agreement.

Company Liabilities. On or before the Closing Date (i) Isaac Kier shall assume, a▇▇ ▇▇▇▇▇▇▇ter timely pay and discharge, each liability of the Company denoted on the Disclosure Schedule (hereinafter defined) as an "Assumed Liability," such assumption to be effected with such forms of assumption reasonably acceptable to the Purchaser, and the liability to Isaac Kier to be increased ▇▇ ▇ ▇▇▇▇esponding amount in consideration for such assumption, and (ii) the Company shall pay and discharge the outstanding loan to Isaac Kier listed on the D▇▇▇▇▇▇▇▇▇ Schedule, such payment to be made through application of the Purchase Price as described in Section 1.1(b) above. Those liabilities denoted on the Disclosure Schedule as "Retained Liabilities" shall be retained by the Company and thereafter timely paid and discharged. Giving effect to the foregoing, it is the parties intent that the Company shall, on the Closing Date, (i) have no assets other than the cash and pre-paid expenses listed on the Disclosure Schedule and (ii) have no liabilities other than the Retained Liabilities.

Company Liabilities. Immediately prior to the Effective Time, all Liabilities set forth on Schedule 3.19, other than with respect to Liabilities related to the Intellectual Property Rights set forth on Schedule 3.17 (such Liabilities, the “Non-IP Liabilities”), shall be extinguished or converted into Company Common Stock.