Non-Current Liabilities Sample Clauses

Non-Current Liabilities. Except as set forth in Section 5.6 of the Seller Disclosure Schedules, immediately prior to Closing, Seller shall (i) cancel, satisfy or cause to be released all non-current liabilities (whether matured or not matured) of the Acquired Companies other than those arising under Assigned Contracts or (ii) include such non-current liabilities in Closing Working Capital. At Closing, the Acquired Companies will not have any Liabilities or debts of any nature whatsoever (whether known or unknown, matured or not matured) owing to Seller and/or its Affiliates. Effective as of the Closing, Seller does hereby, for itself, its respective Affiliates, successors and assigns, remise, release and forever discharge the Acquired Companies, and Purchaser does hereby, for itself, its respective Affiliates (which, for the purposes of this paragraph only, after the Closing shall include the Acquired Companies) successors and assigns, remise, release and forever discharge Seller, Parent, UABL and UP Argentina from any and all liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Closing, other than those arising under this Agreement.
Non-Current Liabilities. Difference in the withholding tax rate applied to the bareboat hire payments on M.T. Mentor and M.V. Asturiano amounting to ARS 6,015,714.15.
Non-Current Liabilities. On or prior to Closing, each of the Vendors will cause the Company to extinguish or repay all Non‐Current Liabilities and will provide the Purchasers with reasonable evidence of the same.
Non-Current Liabilities. The Seller hereby agrees and covenants that it shall, prior to or simultaneously with the Closing, perform, pay or discharge, or cause the Acquired Companies to perform, pay or discharge, all to the extent not theretofore performed, paid or discharged, and in each case in accordance with its terms, (1) those Liabilities of the Seller listed in Schedule 6.6(A)(i), and (2) any and all known Liabilities as of the Closing Date of any Acquired Company ((1) and (2) collectively, the "Non-Current Liabilities") other than in the case of (2), (i) those Liabilities set forth on Schedule 6.6(A)(ii), (ii) contingent Liabilities or Liabilities for workers' compensation or similar payments not due and payable as of the Closing Date unless otherwise expressly required by this Section 6.6, (iii) Current Liabilities, (iv) all deferred income items (in each case measured as of the Closing Date) of the type indicated on the March Balance Sheet with a triple asterisk (***) including straight line rent adjustment and buy-down royalty accrued income, and (v) Liabilities arising under any Business Commitment applicable to the Acquired Companies following the Closing. Without limiting the generality of the foregoing, the Seller hereby agrees and covenants that it shall, prior to or simultaneously with the Closing, (a) obtain the releases described on Schedule 6.6(A)(iii); and (b) cause all indebtedness owed by the Seller and or any of its Affiliates to an Acquired Company and by an Acquired Company to the Seller, any other Acquired Company or any of their respective Affiliates (whether or not such indebtedness constitutes a Non-Current Liability) to be canceled or forgiven. The Seller shall provide evidence reasonably satisfactory to the Purchaser of the foregoing at the Closing, failing which, the Seller shall disclose to the Purchaser the continued existence of any such Liabilities. The aggregate amount of any Liabilities required to be paid, canceled or forgiven under this Section 6.6(A) at or prior to the Closing and not so paid, canceled or forgiven shall be delivered by the Purchaser to the Escrow Agent as an additional escrow amount (the "Liability Escrow") to be used at the direction of the Seller by the Escrow Agent to pay all such Liabilities and any portion of the Liability Escrow remaining after such payment shall be returned to the Seller as soon as all such Liabilities have been so paid or canceled (and if not so paid or canceled by the termination of the Escrow Agr...

Related to Non-Current Liabilities

  • Current Liabilities Current Liabilities means the aggregate amount of all current liabilities as determined in accordance with GAAP, but in any event shall include all liabilities except those having a maturity date which is more than one year from the date as of which such computation is being made.

  • 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 11.1 The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”). The non-defaulting party (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party A, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

  • Total Liabilities Current Liabilities

  • 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.

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

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and all Indebtedness of the Borrower and its Subsidiaries, whether or not so classified.

  • 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.

  • Joint Liability 26.1. Notwithstanding anything contained herein or in any agreement between the Issuer and the RTA, the Issuer and the RTA shall be jointly and severally responsible and liable to CDSL, its participants and beneficial owners for compliance with all obligations under this Agreement as also under the Bye Laws and Operating Instructions.

  • State Interest Liabilities 8.6.1 The State shall be liable for interest on Federal funds from the date Federal funds are credited to a State account until the date those funds are paid out for program purposes. 8.6.2 The State shall use the following method to calculate State interest liabilities on Federal funds:

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