Elimination of Liabilities. Except as set forth in Schedule 8.6, Parent shall cause the cumulative obligations and liabilities of Parent and Sub immediately prior to the Effective Time to consist solely of the liabilities for legal expenses and escrow fees in an amount not to exceed $500. Parent shall cause all other obligations and liabilities of Parent and Sub to be satisfied or assumed by a third party (together with appropriate releases or indemnities in favor of Parent and Sub), in form and substance satisfactory to Target and its counsel, immediately prior to the Effective Time.
Elimination of Liabilities. Parent shall have fully and indefeasibly eliminated and discharged or committed to have eliminated and discharged all obligations and liabilities of Parent and Sub to the satisfaction of Company and its counsel as required under Section 8.6, including, without limitation, all obligations and liabilities of the Jewelry Operations as recited within that certain Business Transfer and Indemnity Agreement which the parties shall enter into within three business days following the date of this Agreement (the “Transfer and Indemnity Agreement”).
Elimination of Liabilities. Except as set forth in Schedule 8.6, Parent shall cause the cumulative obligations and liabilities of Parent and Sub immediately prior to the Effective Time to consist solely of the liabilities for legal expenses, escrow fees. Parent shall cause all other obligations and liabilities of Parent and Sub to be satisfied or assumed by prior management of the Parent (together with appropriate releases or indemnities in favor of Parent and Sub), in form and substance satisfactory to Company and its counsel, pursuant to the terms of the Transfer and Indemnity Agreement to be entered within three business following the Effective Date. Under terms of the Transfer and Indemnity Agreement Parent will convey (i) the Jewelry Operations, inventory, all liabilities including those of a related party note in the principal amount of $26,661 and all other claims existing as of the date of that agreement and (ii) deliver $350,000 and Parent will receive (x) 15 million shares of Parent Common Stock (determined before giving effect to the Split) (the “Parent Shares”) and (y) and indemnity holding Parent harmless from all claims or obligations arising from operations of Parent prior to the Effective Date.
Elimination of Liabilities. Except as contemplated within Section 4.13 or as set forth on Schedule 6.7, Parent shall have eliminated and discharged all obligations and liabilities of Parent and Sub as required under Section 8.6, including, without limitation, the material obligations and liabilities of the Medical Supply Operations as recited within the Indemnity Agreement which the parties shall enter concurrently with the date of this Agreement.
Elimination of Liabilities. Parent shall have fully and indefeasibly eliminated and discharged all obligations and liabilities of Parent and Sub to the satisfaction of FHVHC and its counsel as required under Section 8.6, including, without limitation, all obligations and liabilities recited within that certain Business Transfer Agreement referenced in Section 4.7 above.
Elimination of Liabilities. Parent shall cause the cumulative obligations, liabilities debt of Parent and Sub relating to and incurred in directly or indirectly in connection with the Parent’s business including but not limited to the Medical Supply Operations immediately prior to the Effective Time to consist principally of liabilities for legal expenses, transfer agent fees, XXXXX filing agent fees, and accounting fees and which are set forth on Schedule 8.6 and which fees and costs shall not to exceed $50,000. Immediately prior to the Closing, Parent shall cause all other obligations and liabilities of Parent and Sub to be satisfied or released (together with appropriate releases or indemnities in favor of Parent and Sub), in form and substance satisfactory to Company and its counsel.
Elimination of Liabilities. Parent shall have eliminated all obligations and liabilities of Parent and Sub to the satisfaction of the Company and its counsel as required under Section 8.6.
Elimination of Liabilities. Prior to the Closing Date, Parent obligations and liabilities of Parent and its Subsidiaries to be satisfied in cash and without the conversion of such obligations and liabilities into any securities of the Parent or its Subsidiaries or assumed by a third party (together with appropriate releases or indemnities in favor of Parent and the appropriate Subsidiaries), in each case effective as of the Effective Time and in form and substance satisfactory to the Company and its counsel.
Elimination of Liabilities. Prior to the Closing Date, Parent shall cause all Convertible Notes to be tendered for conversion into the Note Conversion Shares and, subject to Sections 6.7 and Section 11.1, cause all other obligations and liabilities of Parent and its Subsidiaries to be satisfied (including through conversion into Debt Conversion Shares) or assumed by a third party (together with appropriate releases or indemnities in favor of Parent and the appropriate Subsidiaries), in each case effective as of the Effective Time and in form and substance satisfactory to the Company and its counsel.
Elimination of Liabilities. Except as set forth in the next sentence, Parent shall cause the cumulative obligations and liabilities of Parent and Sub immediately prior to the Effective Time to consist solely of the liabilities for legal expenses and escrow fees payable to Case Kxxxxxxx & Jxxxxx LLP (an amount which in the aggregate shall not exceed $30,000) and the legal fees incurred for the tax opinion delivered pursuant to Section 6.5 above (an amount which in the aggregate shall not exceed $10,000). Parent shall cause all other obligations and liabilities of Parent and Sub to be satisfied or assumed by a third party (together with appropriate releases or indemnities in favor of Parent and Sub), in form and substance satisfactory to the Company and its counsel, immediately prior to the Effective Time.
