Common use of Payment of Other Retained Liabilities Clause in Contracts

Payment of Other Retained Liabilities. In addition to payment of taxes pursuant to Section 10.2, Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities of Seller under this Agreement. If any such liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's use or enjoyment of the Assets or conduct of the business previously conducted by Seller with the Assets, Buyer may, at any time after the date of the Closing elect to make all such payments directly (but shall have no obligation to do so) and shall promptly be reimbursed by Seller for all payments so made.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.25.2, Seller shall pay, or make adequate provision for the payment, in full of all of the Retained Liabilities and other liabilities Liabilities of Seller under this Agreement. If any such liabilities Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Assets or conduct of the business Business previously conducted by Seller with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and set off and deduct the full amount of all such payments from its obligation to make payment pursuant to Section 2.3 and shall promptly be reimbursed by Seller receive full credit under this Agreement for all payments so made.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.2, Seller Sellers shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities Liabilities of Seller Sellers under this Agreement. If any such liabilities Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Assets or conduct of the business previously conducted by Seller Sellers with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and shall promptly be reimbursed by Seller for set off and deduct the full amount of all such payments so madefrom the Earn-out Amount.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.27.2, Seller Sellers shall paypay or otherwise satisfy, or make adequate provision for the paymentpayment or satisfaction, in full of all of the Retained Liabilities and other liabilities Liabilities of Seller Sellers under this Agreement. If any such liabilities Liabilities are not so paid paid, satisfied or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Acquired Assets or conduct of the business previously conducted by Seller with the AssetsBusiness, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and shall promptly be reimbursed by Seller for set off and deduct the full amount of all such payments so madefrom any payments due to Sellers pursuant to this Agreement or may give notice of a claim in such amount under the Escrow Agreement.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.212.2, Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities Liabilities of Seller under this Agreement. If any such liabilities Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Assets or conduct of the business previously conducted by Seller with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and set off and deduct the full amount of all such payments from any amounts owed to Seller. Buyer shall promptly be reimbursed by Seller receive full credit under this Agreement for all payments so made.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.2, Seller Sellers shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities Liabilities of Seller Sellers under this Agreement. If any such liabilities Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Assets or conduct of the business Business previously conducted by Seller Sellers with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and Sellers and Design Partners shall promptly be reimbursed by Seller indemnify Buyer for all payments any amount so madepaid pursuant to the provisions of Section 11.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.27.2, Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities of Seller under this Agreement. If any such liabilities Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's use or enjoyment of the Assets or conduct of the business previously conducted by Seller with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and shall promptly be reimbursed by Seller for all payments so made).

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.210.1, Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities in the Ordinary Course of Seller under this AgreementBusiness to the extent such Liabilities may impair Buyer’s use or enjoyment of the Assets. If any such liabilities Liabilities are not so paid or provided for, or if for and Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Assets or conduct of the business previously conducted by Seller with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and shall promptly be reimbursed by obtain from Seller for and Shareholder reimbursement of all payments so madesuch payments.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.28.1, Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities Liabilities of Seller under this Agreement. If any such liabilities Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's use or enjoyment of the Assets or conduct of the business previously conducted by Seller with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and Buyer shall promptly be reimbursed by receive full reimbursement from Seller for all payments so made.

Payment of Other Retained Liabilities. In addition to payment of taxes pursuant to Section 10.2Taxes, Seller Sellers shall pay, or make adequate provision for the payment, payment in full of, all of the Retained Liabilities and other liabilities Liabilities of Seller Sellers under this Agreement. If any such liabilities Liabilities of Sellers are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Purchased Assets or conduct of the business Business as previously conducted by Seller Sellers with the Purchased Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and shall promptly be reimbursed by Seller make a claim for the full amount of all such payments so madeunder the Escrow Agreement.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.2, Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities Liabilities of Seller under this Agreement. If any such liabilities Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Assets or conduct of the business previously conducted by Seller with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and shall promptly be reimbursed by Seller for set off and deduct the full amount of all such payments so madefrom any amounts due to Seller, under the terms of this Agreement.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.24.2, Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities Liabilities of Seller under this Agreement. If any such liabilities Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Assets or conduct of the business previously conducted by Seller with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and shall promptly be reimbursed by Seller for set off and deduct the full amount of all such payments so madefrom any contingent purchase price or earn-out payment.

Payment of Other Retained Liabilities. In addition to payment of taxes Taxes pursuant to Section 10.2, Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities Liabilities of Seller under this Agreement. If any such liabilities Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any payments will impair Buyer's ’s use or enjoyment of the Assets or conduct of the business previously conducted by Seller with the Assets, Buyer may, at any time after the date of the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and shall promptly be reimbursed by Seller for set off and deduct the full amount of all such payments so madefrom the first maturing installments of the unpaid principal balance of the Promissory Notes pursuant to Section 11.