Payment of Excluded Liabilities. The Sellers will pay, perform and discharge the Excluded Liabilities as and when due.
Payment of Excluded Liabilities. From and after the date of this Agreement, ANR covenants and agrees that it shall pay all Excluded Liabilities relating to the Purchased Assets or the Purchased Business (the “Contura Excluded Liabilities”) no later than when due, as and to the extent payable after taking into account the impact of the Bankruptcy Treatment (as defined below) and without any offset or withholding whatsoever, it being understood that to the extent the due date for a given Contura Excluded Liability is provided for in the Plan, the Confirmation Order, any other order of the Bankruptcy Court (and any settlements previously approved by the foregoing) or applicable law, the due date for purposes hereof shall be as set forth in the Plan, Confirmation Order, other order of the Bankruptcy Court or applicable law, as the case may be, and the nature of the consideration, if any, to be paid likewise will be governed by such documents or applicable law. Notwithstanding the preceding sentence, (i) nothing herein shall prevent or restrict the Reorganized Debtors from contesting the validity or amount of any asserted Contura Excluded Liability (it being understood that the indemnification provided for in the first sentence of Section 2 below shall include any Losses incurred by the Contura Indemnified Parties as a result of any such contest relating to Administrative Claims or Priority Claims under the Plan or other claims payable in cash after taking into account the Bankruptcy Treatment, but only as and to the extent that the Losses relate to any unsuccessful portion of such contest) and (ii) nothing herein shall be construed as an assumption by the Reorganized Debtors of any Contura Excluded Liability to the extent it was discharged, extinguished or compromised under the Plan (including any exhibits thereto), the Confirmation Order or other agreement or order of the Bankruptcy Court (the impact of any such discharge, extinguishment or compromise, the “Bankruptcy Treatment”). If the Reorganized Debtors intend to contest the amount or validity of any Contura Excluded Liability that is payable in cash as an Administrative Claim or a Priority Claim or other claim payable in cash after taking into account the Bankruptcy Treatment, then the Reorganized Debtors shall provide Contura with three Business Days’ advance written notice to the extent practicable. The Parties hereby agree that, notwithstanding the Benefits and Costs Administration Agreement, in the case of each payment to be made in...
Payment of Excluded Liabilities. After the Closing, the Selling Parties, jointly and severally, agree to pay in full and discharge all of the Excluded Liabilities in accordance with their stated terms, as applicable, and in a manner that is not materially detrimental to any relationships of the Business with lessors, employees, customers, suppliers or others. The Selling Parties will refer to the Buyer all inquiries relating to the Business.
Payment of Excluded Liabilities. Seller shall pay, or make adequate provision for the payment, in full all of the Excluded Liabilities.
Payment of Excluded Liabilities. To preserve for Purchaser the opportunity to maintain good relations with Sellers’ creditors and preclude the assertion of claims for nonpayment against Purchaser, Sellers agree to pay or to otherwise satisfy and discharge promptly after the Closing or otherwise in accordance with their terms, all undisputed liabilities or obligations, except the Assumed Liabilities, owed to Sellers’ creditors.
Payment of Excluded Liabilities. After the Closing, Seller agrees to pay in full and discharge (a) all of the Excluded Liabilities in accordance with their stated terms, as applicable, and in a manner that is not detrimental to any relationships of Buyer or the Business with lessors, employees, contractors, customers, suppliers or others; and (b) all checks written, or ACH or similar transactions authorized, by Seller that are outstanding on or before the Closing Date.
Payment of Excluded Liabilities. The Seller will, and the Members will cause the Seller to, pay, perform and discharge the Excluded Liabilities as and when due.
Payment of Excluded Liabilities. The Seller shall pay and satisfy, in accordance with its obligations, all Excluded Liabilities which it is obligated to pay and satisfy, other than amounts being disputed in good faith.
Payment of Excluded Liabilities. Each Seller agrees with Buyer that promptly upon the Closing and thereafter, such Seller will pay and discharge as they become due all of the obligations and liabilities of every kind and nature, known or unknown, accrued and unaccrued, fixed or contingent, existing or inchoate relating to, arising out of, or in connection with such Seller and the Business.
Payment of Excluded Liabilities. All known Excluded Liabilities, including those referred to in the non-exclusive list in the definition of "Excluded Liabilities," which have accrued as of the Closing Date and which, if not paid, would create a Lien against any of the Assets or interfere with Purchaser's use of the Assets following the Closing shall have been paid in full by Sellers and Sellers shall have delivered satisfactory evidence thereof to Purchaser.
