Excess Liabilities Sample Clauses

Excess Liabilities. The creation or existence from time to time of Liabilities in excess of the amount to which the right of recovery under this Guaranty is limited, if any, is hereby authorized, without notice to the Guarantor, and shall in no way affect or impair the rights of the Lender and the obligation of the Guarantor under this Guaranty.
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Excess Liabilities. The creation or existence from time to time of Liabilities in excess of the amount to which the right of recovery under this Guaranty is limited, if any, is hereby authorized, without notice to any Guarantor, and shall in no way affect or impair the rights of the Lender and the obligation of the Guarantors under this Guaranty.
Sample 1
Excess Liabilities. The creation or existence from time to time of Obligations in excess of the amount evidenced by the Loan Agreement is hereby authorized, without notice to Guarantor, and shall in no way affect or impair the rights of Lender and the obligations of Guarantor under this Xxxxxxxx.
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Excess Liabilities. For purposes of calculating the Members' shares of excess nonrecourse liabilities (within the meaning of Regulation 1.752-3(a)(3)), the Members shall be deemed to share Profits in proportion to their respective Percentages.
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Excess Liabilities. The creation or existence from time to time of Obligations in excess of the amount evidenced by the Loan Documents is hereby authorized, without notice to the Guarantor and shall in no way affect or impair the rights of Ocwen and the obligations of the Guarantor under this Guaranty; provided, however, that the amount of any such excess Obligations shall not become additional Obligations secured by this Guaranty without the Guarantor's written consent.
Sample 1
Excess Liabilities. As of Closing Date, Goss xxxll have no liabilities in excess of the total liabilities reflected and stated upon the June 30, 1997 Financial Statement as adjusted for Interim Ordinary Course Liabilities; which liabilities shall include interest bearing debt of no more than One Hundred Thousand Dollars ($100,000.00).
Sample 1
Excess Liabilities. If the aggregate amount of the Actual Payables is equal to or greater than the amount of the Actual Payables Benchmark Amount (each as specified in the Post-Closing Adjustments Schedule, the Settlement Agreement or the Accountant's Determination, as applicable), then the Purchase Price shall not be adjusted therefor; provided, that if the aggregate amount of the Actual Office Lease Cure Costs is greater than the Actual Office Lease Cure Costs Benchmark Amount (each as specified in the Post-Closing Adjustments Schedule, the Settlement Agreement or the Accountant's Determination, as applicable), then (1) OCA shall automatically retain (and the Sellers shall automatically waive and release all rights to) from the Holdback Amount the amount by which the Actual Office Lease Cure Costs are so greater, and (2) if such amount by which the Actual Office Lease Cure Costs are so greater exceeds the Holdback Amount, then the Sellers shall pay to OCA the amount of such excess (provided, that such excess amount shall first be offset against any amounts payable by OCA to Apple pursuant to subparagraph (D) of this paragraph (iv)).
Sample 1
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Excess Liabilities. Any and all losses, damages, deficiencies or liabilities caused by, resulting or arising from, or otherwise relating to the Liabilities of Springwood and/or SLOMC in excess of Three Hundred Eighty-One Thousand Two Hundred Fifty and No/100 ($381,250.00) Dollars, in the aggregate, which are not reimbursed to UCI of SC as an adjustment to the Consideration as contemplated in Section 2.4.4 above.
Sample 1
Excess Liabilities. Notwithstanding the assumption by the Buyer of the Trade Liabilities up to $3,600,000 and the Reorganization Liabilities up to $3,065,000, in the event that the Buyer is required to pay in the aggregate more than $5,332,000 in order to satisfy the Trade Liabilities and the Reorganization Liabilities, including, without limitation, incidental costs incurred by Buyer or Stephan xx xxxisfying such Trade Liabilities and Reorganization Liabilities (such as litigation costs), as certified in a certificate delivered to the Seller by the Chief Financial Officer of the Buyer which certificate shall contain an itemized list of the Trade Liabilities and the Reorganization Liabilities, the original amount owed to each such creditor, the dates of payment to each creditor and the final payment and determination of such Trade Liabilities and Reorganization Liabilities, the Purchase Price shall be reduced by the amount of such excess on a dollar-for- dollar basis; provided, however, that if any of the holders of any Trade or Reorganization Liabilities shall agree to accept any portion of the payments over a period of time in excess of one year ("Installment Payments"), the amount of such excess shall be calculated by reducing the amount of any Installment Payments to their present value, as of the Closing, using a discount factor equal to 8% per annum.
Sample 1

Related to Excess Liabilities

  • Excess Liability Developer will purchase and maintain excess liability insurance in an amount not less than $5,000,000.

  • Umbrella/Excess Liability The A/E may employ an umbrella/excess liability policy to achieve the above-required minimum coverage.

  • Excess/Umbrella Liability Excess/umbrella liability insurance may be included to meet minimum requirements. Umbrella coverage must indicate the existing underlying insurance coverage.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Umbrella or Excess Liability The Contractor may use an Umbrella, Excess Liability, or similar coverage to supplement the primary insurance stated above in order to meet or exceed the minimum coverage levels required by this Contract.

  • Cross-Liability All required liability policies shall provide cross-liability coverage as would be achieve under the standard ISO separation of insureds clause.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Accrued Liabilities On termination, the rights and liabilities of the Parties that have accrued before termination shall subsist.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Excluded Liabilities Notwithstanding anything to the contrary contained herein, Purchaser shall not assume any duties, obligations or liabilities of Seller of any kind, whether known, unknown, contingent or otherwise, other than the Transferred Liabilities, including any duty, obligation or liability: (1) not directly relating to the Transferred Assets; (2) attributable to any acts or omissions to act taken or omitted to be taken by or on behalf of Seller (or any of its Affiliates) prior to the Effective Time in violation of any applicable laws, contracts or legal or fiduciary duties; (3) attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its affiliates or direct or indirect Subsidiaries); (4) for (i) Taxes relating to the Transferred Assets or the Transferred Liabilities for taxable periods (or portions thereof) ending on or prior to the Closing Date and (ii) Taxes for which Seller is liable pursuant to Section 2.1(h); (5) except as expressly set forth in Section 8.13, relating to the Employees in any respect, including the employment or termination of employment of any Employee, in the case of each Branch Employee relating to any period prior to the time such Branch Employee become employed by Purchaser as contemplated hereby, and relating to the Benefit Plans, ERISA, COBRA or the WARN Act in any respect, whether arising before or after the Effective Time (for avoidance of doubt, Excluded Liabilities include any duty, obligation or liability arising under the Seller Employment Agreements, the Parent Equity Incentive Plans, any contract listed on Schedule 6.8(b)(ii) or any plan listed on Schedule 6.8(b)(iii)); (6) arising from circumstances, events or conditions prior to the Effective Time and not expressly assumed hereunder; and (7) all amounts due and payable to any Affiliate (collectively, the “Excluded Liabilities”). For avoidance of doubt, Excluded Liabilities shall include the Perryville Loan Liabilities, and Purchaser shall not be a successor to Seller with respect to any Perryville Loan Liabilities. This Section 2.1(f) is not intended to enlarge the rights of any third parties relating to the Excluded Liabilities. Nothing contained in this Agreement shall prevent either party hereto from contesting matters relating to the Excluded Liabilities with any third party.

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