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: Agreement and Plan of Merger, Agreement and Plan of Merger (Pixar \Ca\), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Lilly Eli & Co), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Software Artistry 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: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Federal Paper Board Co 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 (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: Agreement and Plan of Merger (Illumina Inc), Agreement and Plan of Merger (Solexa, 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: Agreement and Plan of Merger (Ebv Electronics Inc), Agreement and Plan of Merger (Wyle Electronics)
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: Agreement and Plan of Merger (LOC Acquisition CO), Agreement and Plan of Merger (Metro-Goldwyn-Mayer Inc)