Common use of Discharge of Liabilities Clause in Contracts

Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any Liabilities, other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of Liabilities recognized or disclosed in the Financial Statements (or the notes thereto) of the Company or incurred since the date of such Financial Statements in the ordinary course of business consistent with past practice.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Norstan Inc), _________________________________________ Stock Purchase Agreement (Netwolves Corp)

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Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any LiabilitiesActions or Liabilities or consent to the entry of any Order, other than the any payment, discharge, settlement settlement, satisfaction or satisfaction, consent with respect to Actions or Liabilities unrelated to any Company Intellectual Property in the ordinary course of business consistent with past practice where the amounts paid or to be paid are in accordance with their terms, of Liabilities recognized or disclosed an amount less than One Million Dollars ($1,000,000) in the Financial Statements (or the notes thereto) of the Company or incurred since the date of such Financial Statements in the ordinary course of business consistent with past practice.aggregate;

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Marvel Entertainment, Inc.)

Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, (i) pay, discharge, settle discharge or satisfy any Liabilitiesmaterial claims, other than the paymentliabilities or obligations (absolute, dischargeaccrued, settlement asserted, unasserted, contingent or satisfaction, otherwise) except in the ordinary course of business consistent with past practice or in accordance with their termsterms or (ii) settle any material claim, of Liabilities recognized action, proceeding or disclosed in the Financial Statements (or the notes thereto) of the Company or incurred since the date of such Financial Statements investigation except in the ordinary course of business consistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (York International Corp /De/)

Discharge of Liabilities. The Company shall not, and nor shall not it permit any of its Subsidiaries to, pay, discharge, settle or satisfy any Liabilitiesclaims, 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 with past practice or in accordance with their terms, of Liabilities claims, liabilities or obligations recognized or disclosed in the Financial Statements (or the notes thereto) most recent financial statements of the Company or incurred since the date of such Financial Statements included in the ordinary course of business consistent with past practiceCompany SEC Documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Walden Residential Properties Inc), Agreement and Plan of Merger (Walden Residential Properties Inc)

Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, (i) pay, discharge, settle discharge or satisfy any Liabilitiesclaims, other than the paymentliabilities or obligations (absolute, dischargeaccrued, settlement asserted, unasserted, contingent or satisfaction, otherwise) except in the ordinary course of business consistent with past practice or in accordance with their termsterms or (ii) settle any claim, of Liabilities recognized litigation, action, proceeding or disclosed in the Financial Statements (or the notes thereto) of the Company or incurred since the date of such Financial Statements investigation except in the ordinary course of business consistent with past practice, but subject to an aggregate maximum of $250,000, including all fees, costs and expenses associated therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MEDecision, Inc.)

Discharge of Liabilities. The Except for fees and expenses related to the transactions contemplated herein, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, pay, discharge, settle or satisfy any Liabilitiesclaims, 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 with past practice or in accordance with their terms, of Liabilities recognized or disclosed in the Financial Statements (or the notes theretoi) of the Company or incurred since the date of such Financial Statements in the ordinary course of business consistent with past practice.liabilities

Appears in 1 contract

Samples: Agreement and Plan of Merger (Winsloew Furniture Inc)

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Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, (i) pay, discharge, settle discharge or satisfy any Liabilitiesclaims, other than the paymentliabilities or obligations (absolute, dischargeaccrued, settlement asserted, unasserted, contingent or satisfaction, otherwise) except in the ordinary course of business consistent with past practice or in accordance with their termsterms or (ii) settle any material claim, action, proceeding or investigation involving in excess of Liabilities recognized or disclosed in the Financial Statements (or the notes thereto) of the Company or incurred since the date of such Financial Statements $25,000 except in the ordinary course of business consistent with past practicepractice and except for the payment of intercompany liabilities or obligations among Company and its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oilgear Co)

Discharge of Liabilities. The Company shall not, and shall not permit any of its Subsidiaries to, (i) pay, discharge, settle discharge or satisfy any Liabilitiesclaims, other than the paymentliabilities or obligations (absolute, dischargeaccrued, settlement asserted, unasserted, contingent or satisfaction, otherwise) except in the ordinary course of business consistent with past practice or in accordance with their termsterms or (ii) settle any material claim, action, proceeding or investigation involving in excess of Liabilities recognized or disclosed in the Financial Statements (or the notes thereto) of the Company or incurred since the date of such Financial Statements $25,000 except in the ordinary course of business consistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Turbosonic Technologies Inc)

Discharge of Liabilities. The Except as contemplated by Section 5.13, the Company shall not, and shall not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any LiabilitiesActions or Liabilities or consent to the entry of any Order, other than the any payment, discharge, settlement settlement, satisfaction or satisfaction, consent with respect to Actions or Liabilities unrelated to any Company Intellectual Property in the ordinary course of business consistent with past practice where the amounts paid or to be paid are in accordance with their terms, of Liabilities recognized or disclosed an amount less than $10 million in the Financial Statements (or the notes thereto) of the Company or incurred since the date of such Financial Statements in the ordinary course of business consistent with past practice.aggregate;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lions Gate Entertainment Corp /Cn/)

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