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. 57
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. 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).
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. At or prior to the --------------------------------- Closing, Seller shall discharge all intercompany liabilities referred to in clause (i) of the definition of Excluded Liabilities. Following the Closing, the Seller and Brambles USA shall (a) promptly discharge, as they become due, all other 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 and (b) defend the New York Case and pay and discharge when due all costs, expenses, and liabilities associated with the New York Case. The Purchaser shall make available to the Seller all records and personnel reasonably requested by Seller in connection with the New York Case.
Discharge of Excluded Liabilities. Without limiting the provisions of Sections 3.2 or 6.14 hereof, the Seller acknowledges that it is retaining all Excluded Liabilities. The Seller hereby agrees and covenants that it shall, at all times following Closing, perform, pay or discharge promptly when due, to the extent not theretofore performed, paid or discharged, any and all Excluded Liabilities, except such Excluded Liabilities as the Seller may be actively and reasonably disputing.
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. Xxxxxxx and/or Seller shall --------------------------------- timely pay or otherwise timely and properly discharge or satisfy any and all Excluded Liabilities according to the terms of such Excluded Liabilities.
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.
