Payment of Obligations Not Assumed Sample Clauses

Payment of Obligations Not Assumed. All obligations of Seller not specifically assumed by Purchaser in this Agreement, including all liability for income taxes, sales taxes and other taxes accruing prior to the Closing Date or relating to the purchase of the Business and the Assets, shall be paid by Seller, and Purchaser shall have no responsibility therefor.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Payment of Obligations Not Assumed. Payment or provision for the payment in manner reasonably satisfactory to the Partnership and Inland of all obligations of LMLP or the Owner, if applicable, not specifically assumed or paid pursuant to this Agreement with respect to each Contributed Asset being contributed at such Closing, including payment or provision for payment of obligations arising directly from existing and known violations of applicable laws;
Sample 1
Payment of Obligations Not Assumed. Meadowbrook/CA shall pay, perform or otherwise satisfy, in a timely manner, all obligations and liabilities of Meadowbrook/GA which were incurred or which relate to the period prior to the Closing Effective Date, which are not paid at the Closing, and which are not expressly assumed by Buyer hereunder, including but not limited to the assumption, payment or satisfaction, as applicable, of the obligations and liabilities set forth in subparts (a) through (g) of section 1.5 hereof, and the performance of its obligations under section 8.4 hereof. Meadowbrook/CA shall file all income tax returns and pay all income taxes owed by Meadowbrook/GA which are attributable to the period prior to the Closing Effective Date or which are attributable to the sale of the Assets and Business to Buyer.
Sample 1
Payment of Obligations Not Assumed. Payment or provision for the payment in manner reasonably satisfactory to the Cash Contributor of all obligations of the Owner not specifically assumed or paid pursuant to this Agreement as described in the definition of Contributor’s Equity;
Sample 1
Payment of Obligations Not Assumed. Payment or provision for the payment in manner reasonably satisfactory to LSAC of all obligations of LXP or the Owners, not specifically assumed or paid pursuant to this Agreement as described in the definition of LXP’s Equity;
Sample 1
Payment of Obligations Not Assumed. All obligations of Seller to pay any income tax imposed on it because of the sale of the Assets and the Business shall be paid by Seller, and Purchaser shall have no responsibility therefor.
Sample 1

Related to Payment of Obligations Not Assumed

  • Payment of Obligations Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

  • Payment of Obligation 44 8.2 Covenants......................................................................................44 8.3

  • Termination of Obligations Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.

  • Repayment of Obligations Notwithstanding anything to the contrary contained herein, the Borrower shall repay the Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, Increased Costs, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders and all other Obligations (other than unmatured contingent indemnification obligations) in full on the Facility Maturity Date.

  • Mitigation of Obligations If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.18 or Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

  • Duration of Obligations The Manager’s obligation to provide Disentanglement Services will continue during the period commencing on the date that a Termination Notice is delivered and ending on the date on which the Successor Manager or the re-engaged Manager assumes all of the obligations of the Manager hereunder (the “Disentanglement Period”).

  • Payment of Obligations and Taxes Make timely payment of all assessments and taxes and all of its liabilities and obligations including, but not limited to, trade payables, unless the same are being contested in good faith by appropriate proceedings with the appropriate court or regulatory agency. For purposes hereof, the Borrower's issuance of a check, draft or similar instrument without delivery to the intended payee shall not constitute payment.

  • Assumption of Obligations Any buyer or transferee of Lessor's interest in this Lease, whether such transfer is by agreement or by operation of law, shall be deemed to have assumed Lessor's obligation under this Paragraph 15. Each Broker shall be an intended third party beneficiary of the provisions of Paragraph 1.10 and of this Paragraph 15 to the extent of its interest in any commission arising from this Lease and may enforce that right directly against Lessor and its successors.

  • Delegation of Obligations The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

  • Non-Payment of Obligations Borrower shall default in the payment or prepayment when due of any principal of any Loan, or Borrower shall default (and such default shall continue unremedied for a period of five (5) Business Days) in the payment when due of any interest, fee or of any other obligation hereunder.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!