Interim Liabilities Sample Clauses

Interim Liabilities. All liabilities of, or claims against, the ------------------- Company arising out of the conduct of the Company's business between December 31, 1996 and the Closing, otherwise than in ordinary course, or arising out of any presently existing contract or commitment listed in Schedule 4.11.
Interim Liabilities. All material liabilities of, or claims against, the Corporation arising out of the conduct of the Corporation's business between March 31, 1997 and the Closing otherwise than in ordinary course, or arising out of any presently existing contract or commitment of the character described in subparagraph (h) of paragraph 6 and not listed therein, or arising out of any contract or commitment entered into or made by the Corporation between the date hereof and the Closing except as permitted by the provisions of subparagraph (d) of paragraph 6 and not reflected on the Closing Date Balance Sheet;
Interim Liabilities. 31 Section 5.12 Reports.......................................................... 31 Section 5.13 Shareholders' Meeting............................................ 31 Section 5.14 Conveyance Taxes................................................. 32 Section 5.15 Delisting........................................................ 32 Section 5.16 Solvency Letters................................................. 32
Interim Liabilities. All material liabilities of, or claims against, the Seller arising out of the conduct of the Seller's business between January 31, 1997 and the Closing otherwise than in ordinary course, or arising out of any presently existing contract or commitment of the character described in subparagraph (L) of paragraph 8 and not listed therein, or arising out of any contract or commitment entered into or made by the Seller between the date hereof and the Closing except as permitted by the provisions of subparagraph (E) of paragraph 8 and not reflected on the Closing Date Balance Sheet;
Interim Liabilities. 3 Section 2.2. Excluded Liabilities and Obligations . . . . . . . 3
Interim Liabilities. All liabilities and obligations of the Seller reflected on its books of account on the Closing Date that have been incurred between the Balance Sheet Date and the Closing Date in the usual and ordinary course of business of the Seller, to the extent that the transactions are not inconsistent with the representations, warranties, and covenants of the Seller contained in this Plan.
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Interim Liabilities. 36 Section 5.11 Reports...........................................36 Section 5.12

Related to Interim Liabilities

  • 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.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Intercompany Liabilities Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and

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

  • 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.

  • Default Liabilities 6.1 The Parties agree and acknowledge that, if any Party (hereinafter the “Defaulting Party”) commits material breach of any provision hereof, or materially fails to perform or delays in performing any obligation hereunder, such breach or failure or delay shall constitute a default under this Agreement (hereinafter a “Default”), then any non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within 10 working days following the written notice issued by the non-defaulting Party and the rectification requirement, the non-defaulting Party shall be entitled to decide to, at its discretion:

  • Accrued Liabilities Termination of this Agreement for any reason shall not release any party hereto from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination, nor preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Product Liabilities There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.

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