Discharge of Excluded Liabilities. At or prior to the Closing, NHC shall discharge all obligations and liabilities relating to the Excluded Liabilities that are then due and payable, and after the Closing NHC shall promptly pay all other Excluded Liabilities as they become due and payable. At the Closing, NHC shall provide A&B with such evidence as A&B shall reasonably request indicating that NHC has discharged the Excluded Liabilities.
Discharge of Excluded Liabilities. Sellers shall pay and discharge or reserve sufficient assets to pay and discharge all Excluded Liabilities, including all Sellers’ Employee Plans and all obligations under the Excluded Contracts, as and when the same become due and payable.
Discharge of Excluded Liabilities. At or prior to the Closing, Seller shall discharge all obligations and liabilities relating to the Excluded Liabilities that are then due and payable, and provide Buyer with such evidence as Buyer shall reasonably request indicating that Seller has discharged the Excluded Liabilities. After the Closing, Seller shall promptly pay all other Excluded Liabilities as they become due and payable.
Discharge of Excluded Liabilities. Seller will timely discharge, or make adequate provisions for the timely discharge of, the Excluded Liabilities and other liabilities and obligations of Seller under this Agreement and the Transaction Documents.
Discharge of Excluded Liabilities. From and after the Closing Date, Sellers shall pay, discharge or perform, in accordance with past practice all of the Excluded Liabilities, including, without limitation, any Liabilities or Obligations to employees of GSSI and/or GSCNY who are not employed by Purchaser or Worthington Warehouse. If any Excluded Liabilities are not so paid, discharged or performed and if Purchaser reasonably determines that such failure will impair the use or enjoyment of the Purchased Assets by Purchaser, Worthington Warehouse and WS Michigan or conduct of the Business, Purchaser may, at any time after the Closing Date, upon ten (10) days prior advance written notice to Sellers, elect to pay, perform or discharge, as appropriate, any such Excluded Liability (but shall have no obligation to do so) and Sellers shall promptly reimburse Purchaser for all costs and expenses associated therewith.
Discharge of Excluded Liabilities. After the Closing Date, Sellers covenant to pay all of their debts and discharge all of their liabilities and obligations that they have retained as they become due.
Discharge of Excluded Liabilities. The Company shall use the Purchase Price to pay and discharge all Liabilities that are secured by the Liens set forth on Section 9.2(l) of the Company Disclosure Schedule on the Closing Date, to the extent necessary to cause any Liens on the Transferred Assets to be released. The Company shall further pay and discharge, or reserve sufficient assets to pay and discharge, all Excluded Liabilities, including all obligations under the Excluded Contracts and all Employee Obligations and Company Plan Obligations, as and when the same become due and payable, in accordance with applicable Law and contractual requirements and in any event prior to any dividend or other distribution of any type to its security holders or in connection with any liquidation.
Discharge of Excluded Liabilities. MCUS shall and shall procure the MC Affiliates to discharge in a timely manner or shall make adequate provision for all of the Excluded Liabilities, provided that MC shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any person other than ST and ST Affiliates.
Discharge of Excluded Liabilities. From and after the Closing Date, Seller shall ensure the timely discharge of any Excluded Liability that relates to, or is secured by, the Purchased Assets or any portion thereof.
Discharge of Excluded Liabilities. The Seller and Argan shall pay and discharge when due all Excluded Liabilities, including, without limitation, all of those liabilities of the Seller which Buyer has not specifically agreed to assume pursuant to the provisions of Section 2.3. Notwithstanding the foregoing, Seller and Argan shall not be required to pay or discharge any liability owing from Seller to Argan or from Argan to Seller provided that Argan and Seller deliver to Buyer at Closing a general release with respect to such liabilities in accordance with Section 3.2.1(k).
