Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent in amount and kind with past practice or in accordance with their terms, of claims, liabilities or obligations (i) disclosed in the most recent financial statements (or the notes thereto) of the Company included in the Company SEC Documents or (ii) incurred since the date of such financial statements in the ordinary course of business and (iii) set forth in Section 6.1(k) of the Company Disclosure Schedule.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Pixar \Ca\), Merger Agreement (Walt Disney Co/)
Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent in amount and kind with past practice or in accordance with their terms, of claims, liabilities or obligations (i) disclosed in the most recent financial statements (or the notes thereto) of the Company included in the Company Filed SEC Documents or (ii) incurred since the date of such financial statements in the ordinary course of business and (iii) set forth in Section 6.1(k) of the Company Disclosure Schedulebusiness.
Appears in 2 contracts
Samples: Merger Agreement (Lilly Eli & Co), Merger Agreement (Applied Molecular Evolution Inc)
Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement discharge or satisfaction, in the ordinary course of business or as otherwise set forth in the Disclosure Schedule, consistent in amount and kind with past practice or in accordance with their terms, of claims, liabilities recognized or obligations (i) disclosed in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company Filed SEC Documents or (ii) incurred since the date of such financial statements in the ordinary course of business and (iii) set forth consistent with past practice, or waive the benefits of, or agree to modify in Section 6.1(k) of any manner, any confidentiality, standstill or similar agreement to which the Company Disclosure Scheduleor any of its subsidiaries is a party.
Appears in 2 contracts
Samples: Merger Agreement (Wyle Electronics), Merger Agreement (Ebv Electronics Inc)
Discharge of Liabilities. The Company shall not, and it shall not permit any of its Subsidiaries subsidiaries to, pay, discharge, settle or satisfy any claimsclaim, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)) in any amount in excess of $3 million, other than the payment, discharge, settlement discharge or satisfaction, in the ordinary course of business consistent in amount and kind with past practice or in accordance with their terms, of claims, liabilities recognized or obligations (i) disclosed in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Company SEC Documents or (ii) incurred since the date of such financial statements in the ordinary course of business and (iii) set forth consistent with past practice, or waive the benefit of, or agree to modify in Section 6.1(k) of any manner, any confidentiality, standstill or similar agreement to which the Company Disclosure Scheduleor any of its subsidiaries is a party.
Appears in 2 contracts
Samples: Merger Agreement (Federal Paper Board Co Inc), Merger Agreement (International Paper Co /New/)
Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, to pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than (subject to Section 6.13(c)) the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent in amount and kind with past practice or in accordance with their terms, of claims, liabilities or obligations (i) disclosed in the most recent financial statements (or the notes thereto) of the Company included in the Company Filed SEC Documents or (ii) incurred since the date of such financial statements in the ordinary course of business and (iii) set forth in Section 6.1(k) of the Company Disclosure Schedulebusiness.
Appears in 2 contracts
Samples: Merger Agreement (Solexa, Inc.), Merger Agreement (Illumina Inc)
Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, to pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent in amount and kind with past practice or in accordance with their terms, of claims, liabilities or obligations (i) disclosed in the most recent financial statements (or the notes thereto) of the Company included in the Company Filed SEC Documents or Documents, (ii) incurred since or which became payable after the date of such financial statements in the ordinary course of business and or (iii) set forth in Section 6.1(kSections 4.10, 4.13 or 6.1(m) of the Company Disclosure Schedule.
Appears in 2 contracts
Samples: Merger Agreement (LOC Acquisition CO), Merger Agreement (Metro-Goldwyn-Mayer Inc)
Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent in amount and kind with past practice or in accordance with their terms, of claims, liabilities or obligations (i) recognized or disclosed in the most recent financial statements (or the notes thereto) of the Company included in the Company Filed SEC Documents or (ii) incurred since the date of such financial statements in the ordinary course of business and (iii) set forth in Section 6.1(k) of the Company Disclosure Scheduleconsistent with past practice.
Appears in 2 contracts
Samples: Merger Agreement (International Business Machines Corp), Merger Agreement (Software Artistry Inc)