Liabilities Etc. (a) The Company has filed all federal, state and local tax returns which are required to be filed by it, through and including the date hereof and as of the Closing date, including, but not limited to, its federal income tax returns and all taxes shown to be due thereon (together with any applicable penalties and interest) have been paid. The Company has not incurred any liability for taxes except in the ordinary course of business. The Company has paid or provided adequate reserves for all taxes which have become due for all periods prior to the date of this Agreement or pursuant to any assessments received by it or which the Company is obligated to withhold from amounts owing to any employee, creditor or other third party as at or with respect to any period prior to the date of this Agreement. The federal income tax returns of the Company have never been audited by the Internal Revenue Service. The Company has not waived any statute of limitations in respect of taxes, nor agreed to any extension of time with respect to a tax assessment or deficiency.
(b) On the date hereof and as of the Closing date, there are no liabilities, debts or obligations of the Company, whether accrued, absolute, contingent or otherwise (the “Liabilities”) that are not reflected in the Financial Statements. As of the Closing, the Company will have no Liabilities.
Liabilities Etc. Having regard to the principles set out above, the parties intend to agree the amounts of all dividends to their respective shareholders and to ensure that dividends paid to PLC and NV from companies within the Xxxx Elsevier Group and the Finance Group are sufficient to fund those dividends to the shareholders having regard to available assets and liabilities of PLC and NV respectively and any deficiencies in distributable reserves which may from time to time arise. However, it is further intended that any expenditure or liability of PLC or NV (a) directly or indirectly constituting, or resulting from or arising out of, any act of omission by or matter concerning the relevant party which has constituted a breach of this Agreement or the Original Governing Agreement or which would not have existed had clause 4.2 of the Implementation Agreement been observed by that party or (b) incurred in discharge of a liability, or being a liability, to pay to the other party damages or any other amount by way of compensation for breach of contract or other wrongful act or incurred in settlement of any claim by the other party (whether or not liability is admitted) or in discharge of expenses incurred in the settlement of such a claim, shall be left out of account in determining their dividend entitlements from the Xxxx Elsevier Group and/or the Finance Group in such a way that such expenditure or liability may result in dividend payments by PLC and NV not reflecting the Equalisation Ratio.
Liabilities Etc. The Continuing Bank shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of the banks so merged (including liabilities arising out of the operation of any trust departments). All rights of creditors and obligors and all liens on the property of each of the Bank and FUNB shall be preserved unimpaired.
Liabilities Etc. (a) The Company has filed all Federal, state and local tax returns which are required to be filed by it and all taxes shown to be due thereon (together with any applicable penalties and interest) have been paid. The Company has not incurred any liability for taxes except in the ordinary course of business. The Company has paid or provided adequate reserves for all taxes which have become due for all periods prior to the date of this Agreement or pursuant to any assessments received by it or which the Company is obligated to withhold from amounts owing to any employee, creditor or other third party as at, or with respect to, any period prior to the date of this Agreement. To the best knowledge of the Jordans, the Federal income tax returns of the Company have never been audited by the Internal Revenue Service. Except as set forth on Schedule 2.11(a) attached hereto, the Company has not waived any statute of limitations in respect of taxes, nor agreed to any extension of time with respect to a tax assessment or deficiency.
(b) On the date of Closing, there are no liabilities, debts or obligations of the Company, whether accrued, absolute, contingent or otherwise (“Liabilities”).
Liabilities Etc. 10.1 Each Development Partner is responsible for any direct damage incurred by IKEA by reason of any act or omission of such Development Partner or such Development Partner's employee or by any subcontractors hired by such Development Partner under this Agreement and resulting from or in connection with the Deliverables or Development Work under this Agreement. Each Development Partner's aggregated liability for each Assignment Order shall be limited to an amount equivalent to the Fees paid by IKEA under relevant Assignment Order. Notwithstanding the above, no limitation of liability shall apply to damages relating to a Development Partner's willful misconduct or gross negligence with exception that the Development Partners shall never be responsible for indirect damages.
10.2 The Development Partners are responsible for that the final Deliverables of the Development Work do not infringe any third party's Intellectual Property rights and shall, during the execution of the Development Work, inform IKEA of any potential Intellectual Property infringement risks the Development Partners may foresee. In case of an act of willful misconduct or gross negligence of a Development Partner, such Development Partner shall hold harmless and indemnify IKEA and/or any Group Company from and against any claim, suit, judgment or award and pay all damages and costs connected therewith, which may be made against or imposed on IKEA or any Group Company by reason of any result of the Development Work or any part thereof constituting an infringement of any Intellectual Property right of a third party.
10.3 IKEA's approval of the Development Work or parts thereof shall not release the Development Partners from their liability hereunder.
10.4 The provisions of this section 10 shall survive the expiration and any termination of this Agreement.
Liabilities Etc. Except as set forth on Schedule 6.08, there shall be no direct or indirect liabilities, indebtedness or other financial or similar obligations, contingent or otherwise, exceeding an aggregate of Five Thousand (AUD $5000) Australian Dollars of NetLive outstanding.
Liabilities Etc. 3.3.1 The liabilities and obligations of the Parties in respect of a Share Sale (including any amount held in escrow or similar) and costs and expenses incurred in relation to a Share Sale, whether completed, attempted or aborted, shall, to the extent not borne by the Group, be allocated between the Parties in proportion to their respective holdings of Instruments.
3.3.2 Notwithstanding Section 3.3.1: (a) each of the Parties shall individually bear any liabilities in respect of a Share Sale which are solely related to that Party or its Affiliates, including any such liabilities under any individual obligations of that Party or its Affiliates in respect of the Share Sale (or any agreement entered into in respect thereof); and (b) other than pursuant to (a) above, any liabilities in respect of a Share Sale related to more than one Party (or its Affiliates) but not all Parties (or their Affiliates), including any such liabilities under any obligations of those Parties or their Affiliates in respect of the Share Sale (or any agreement entered into in respect thereof), shall be allocated between those Parties in proportion to their respective holdings of Instruments.
3.3.3 The Majority Owner may establish an external or internal escrow or similar in order to ensure the due and punctual fulfillment of the Managers’ portion of their liabilities, obligations, costs and expenses in respect of a Share Sale.
Liabilities Etc. 4.8.1 The Transferors guarantee that the obligations, debts and liabilities incurred prior to the end of the due diligence have been correctly reflected to the Financial Statements and other supporting documents and transfer documents.
4.8.2 Other than the assets and debts accounted for by the due diligence under Article 6.3, the management of the Corporation shall be responsible for other damages or debts incurred due to the transactions out of the corporate books and records and shall indemnify and hold the Transferee and Corporation harmless therefor. The Transferors shall guarantee enforcement of the liabilities of the management.
Liabilities Etc. On the date hereof there are no liabilities, debts or obligations of the Company, whether accrued, absolute, contingent or otherwise ("Liabilities"), except for (a) the liabilities of the Company under the IPC Agreement and under a letter agreement, dated April 1, 1997, between the Company and IPC, a true and correct copy of each of which has been furnished to the Buyer, and (b) liabilities incurred in the ordinary course for legal and corporate services fees and expenses that do not exceeed $____________in the aggregate.
Liabilities Etc. Each member of the Company Group has no liabilities or obligations of any nature, whether known, absolute, accrued, contingent or otherwise and whether due or to become due, except (a) as set forth in Schedule 2.8 or Schedule 2.14, (b) obligations under any Contract, (c) as and to the extent reflected, reserved against or otherwise disclosed in the Financial Statements (including the notes thereto) and (d) for liabilities and obligations that (i) were incurred after March 31, 2003 in the ordinary course of business or (ii) would not reasonably be expected to result in a Material Adverse Effect.
