Common use of Payment of Other Retained Liabilities Clause in Contracts

Payment of Other Retained Liabilities. In addition to payment of Taxes under Section 10.2, Sellers shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other Liabilities of Sellers under this Agreement. If Buyer reasonably determines that failure to make any such payments will impair materially Buyer’s use or enjoyment of the Assets or conduct of the Business previously conducted by Sellers with the Assets, Buyer may, at any time after the Closing Date, after not less than twenty (20) Business Days’ notice to Sellers of its intent to do so, elect to make all such payments directly (but shall have no obligation to do so) and thereafter recover the full amount of all such payments from Sellers without setoff or delay.

Appears in 1 contract

Samples: Strategic Alliance Agreement (Hooper Holmes Inc)

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Payment of Other Retained Liabilities. In addition to payment of Taxes under pursuant to Section 10.2, Sellers Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other Liabilities of Sellers 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 such payments will impair materially Buyer’s 's use or enjoyment of the Assets or conduct of the Business business previously conducted by Sellers Seller with the Assets, Buyer may, upon ten (10) days notice, at any time after the Closing Date, after not less than twenty (20) Business Days’ notice to Sellers of its intent to do so, elect to make all such payments directly (but shall have no obligation to do so) and thereafter recover set off and deduct the full amount of all such payments from Sellers without setoff the maturing payments due from Buyer to Seller or delayas provided for from the Capital Charges owing to Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allete Inc)

Payment of Other Retained Liabilities. In addition to payment of Taxes under pursuant to Section 10.2, Sellers Seller Parties shall timely pay, satisfy, discharge or make adequate provision for the timely payment, in full all of the Retained Liabilities and other Liabilities of Sellers Seller Parties under this Agreement. If any such Liabilities are not so paid or provided for, or if Buyer reasonably determines that failure to make any such payments will impair materially Buyer’s use or enjoyment of the Assets or conduct of the Business previously conducted by Sellers with the AssetsBusiness, Buyer may, at any time after the Closing Date, after not less than twenty (20) Business Days’ notice to Sellers of its intent to do so, elect to make all such payments directly (but shall have no obligation to do so) and thereafter recover set off and deduct the full amount of all such payments from Sellers without setoff or delaythe then remaining funds held pursuant to the Escrow Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lam Research Corp)

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Payment of Other Retained Liabilities. In addition to payment of Taxes under pursuant to Section 10.2, Sellers Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other Liabilities of Sellers 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 such payments will impair materially Buyer’s 's use or enjoyment of the Assets or conduct of the Business business previously conducted by Sellers Seller with the Assets, Buyer may, upon ten (10) days notice, at any time after the Closing Date, after not less than twenty (20) Business Days’ notice to Sellers of its intent to do so, elect to make all such payments directly (but shall have no obligation to do so) and thereafter recover set off and deduct the full amount of all such payments from Sellers without setoff or delaythe first maturing installments of the unpaid principal balance of the Note pursuant to Section 11.8. Buyer shall receive full credit under the Note and this Agreement for all payments so made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allete Inc)

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