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. On or prior to the Closing, Sellers shall pay or provide for all Excluded Liabilities that are due and payable and, if not then due and payable, reserve for those Excluded Liabilities that are reasonably estimable in the amount reasonably estimable, as determined by Sellers in good faith.
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. At or prior to the Closing, each of the Companies shall discharge all obligations and liabilities relating to the Excluded Liabilities that are then due and payable or are set forth on Schedule 7.9 of the Disclosure Schedule (including all Indebtedness set forth in Schedule 7.9 of the Disclosure Schedule).
Discharge of Excluded Liabilities. At or prior to the --------------------------------- Closing, Seller, Atlantic Disposal and the Subsidiaries will cause to be discharged all intercompany obligations between Atlantic New York, on one hand, and any of Brambles Industries Limited, Brambles USA, Seller, Atlantic Disposal and any of their respective direct or indirect subsidiaries, on the other hand. Following the Closing, Seller shall promptly discharge, as they become due, all remaining Excluded Liabilities, if any, and shall take all steps necessary to ensure that no Excluded Liability shall become an obligation or liability of Atlantic Disposal or any Subsidiary.
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, the Seller Parties shall timely pay, satisfy and discharge, or make adequate provisions for the timely payment, satisfaction or discharge of, the Excluded Liabilities.
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. Seller covenants and agrees that it and its Affiliates will pay and discharge, and hold Purchaser, Orchids US, and their respective Affiliates harmless from, each and every liability and obligation of Seller, including all liabilities in respect of the Purchased Assets arising from events occurring on or prior to the Closing Date.
