Contingent Obligations; Corporate Liability Arising From Restructuring Sample Clauses

Contingent Obligations; Corporate Liability Arising From Restructuring. (i) The Group Companies do not have any contingent obligation (such as - without limitation thereto - Buergschaften, gesamtschuldnerische Haftung, etc.) for the Seller's Side, except those set forth in SCHEDULE 8.1.10(I).
Sample 1
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Contingent Obligations; Corporate Liability Arising From Restructuring. (i) The Group Companies do not have any contingent obligation (such as - without limitation thereto - Buergschaften, gesamtschuldnerische Haftung, etc.) for the Seller's Side, except those set forth in SCHEDULE 8.1.10(I). (ii) The Group Companies will not be held liable for (1) any liability not related to the Business of any liquidated company in which they held a share or interest, or (2) unassumed liabilities of companies whose assets were taken over by any Group Company, or (3) any liability related to a business other than the Business, formerly operated by any of the Group Companies or any of their subsidiaries at that time spun off or otherwise transferred prior to Closing from any of the Group Companies, in each case provided that such liability is neither reflected in the respective Group Company's annual accounts nor partially or in whole compensated 35 <PAGE> by a benefit any of the Group Companies avails of due to circumstances covered by this Clause 8.1.10(ii). This Clause 8.1.10(ii) shall include the following companies: - illbruck Sanitaer-Technik GmbH - illbruck Akustiksysteme GmbH - illbruck Sealant Systems Inc., USA - Asbiton AG, Switzerland - illbruck Bau AG, Switzerland - Sealstrip Holdings Ltd., England - Sealstrip Ltd., England - Sealants Express Ltd., England - Revac S.A., France - Cocon Polska Sp. z.o.o., Poland - Colymit Contractors N.V., Belgium - illbruck s.r.l., Italy - illbruck S.a.r.l., France. (iii) The Group Companies will not be held liable by Third Parties for any debt of legal entities which were merged with any of the Group Companies prior to Closing, insofar as such debt is not related to the Business as conducted by the Group Companies as of the Closing Date or in the last 12 (in words: twelve) months prior to the Closing Date. (iv) The Group Companies will not be held liable for any asbestos-related claims arising from the operation or occupancy of the Coalville real estate or production and sale of products from that site. 8.1.11 Ordinary Course of Operation Since the Accounts Date Since 1 January 2005 the Business has been carried on in the ordinary course substantially in the same manner as before. 8.2
Sample 1

Related to Contingent Obligations; Corporate Liability Arising From Restructuring

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Conditions to the Obligation of the Company The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Certain Obligations of the Company The Company agrees that it will ---------------------------------- not increase the par value of the shares of Warrant Stock issuable upon exercise of this Warrant above the prevailing and currently applicable Exercise Price hereunder, and that before taking any action that would cause an adjustment reducing the prevailing and current applicable Exercise Price hereunder below the then par value of the Warrant Stock at the time issuable upon exercise of this Warrant, the Company will take such corporate action, as in the opinion of its counsel, may be necessary in order that the Company may validly issue fully paid, nonassessable shares of such Warrant Stock upon the exercise of this Warrant. The Company will maintain an office or agency (which shall initially be the Company's principal office in Redwood City, California) where presentations and demands to or upon the Company in respect of this Warrant may be made and will give notice in writing to the registered holders of the then outstanding Warrants, at their addresses as shown on the books of the Company, of each change of location thereof.

  • Exceptions from Liability Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

  • Debt; Contingent Obligations No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for Permitted Debt. No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent Obligations.

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

  • Conditions to the Obligations of the Parties The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:

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