Payment of Retained Liabilities. Seller shall pay, or make adequate provision for the timely payment in full of, all of the Retained Liabilities in a manner which is not detrimental to the relationship between Buyer and any customer, supplier, vendor, or other creditor. If the obligee of any Retained Liability makes a claim against Buyer for the payment thereof, Seller shall cooperate with Buyer to cause such Retained Liability to be discharged at Seller’s sole cost and expense.
Payment of Retained Liabilities. 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 claims for allegedly defective products sold prior to the Effective Time arise which are not Assumed Liabilities ("Retained Warranty Claims"), then Buyer shall promptly notify Seller. Seller shall be entitled to control the response to any such Retained Warranty Claims. Buyer agrees to sell to Seller from time to time as requested by Seller such parts or components as Seller may require in connection with any Retained Warranty Claims at a price equal to Buyer's actual direct costs for labor, materials and freight incurred in supplying such parts or components.
Payment of Retained Liabilities. Company shall pay, or make adequate provision for the payment, in full all of the debts, liabilities and obligations of Company other than those expressly assumed by Buyer pursuant to this Agreement (the “Retained Liabilities”). If any Retained Liabilities are not so paid or provided for and Buyer determines that failure to make any payments will impair Buyer’s use or enjoyment of the Acquired Assets or conduct of the business previously conducted by Company with the Acquired Assets, Buyer may, at any time after 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 the first maturing installments pursuant to Section 1.2(b).
Payment of Retained Liabilities. In addition to the payment of Taxes pursuant to Section 10, Seller shall pay, or make adequate provision for the payment, in full of all of the liabilities of Seller not assumed by Purchaser hereunder. If any such liabilities are not so paid or provided for, or if Purchaser reasonably determines that failure to make any payments will impair Purchaser's use or enjoyment of the Acquired Assets, Purchaser may, at any time after 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 the first maturing installments of the unpaid principal balance of the Promissory Note. Purchaser shall receive full credit under the Promissory Note and this Agreement for all payments so made.
Payment of Retained Liabilities. Following Closing, Seller shall pay or otherwise satisfy all of its Liabilities and obligations pertaining to the Inventory or Assets, if failure to make any payments could impair Buyer’s use or enjoyment of the Assets or conduct of the Business as previously conducted by Seller with the Assets.
Payment of Retained Liabilities. Seller shall make adequate provision for the payment, in full all of the Retained Liabilities and other liabilities of Seller under this Agreement related to the EventPlus Business. If any such liabilities are not so paid or provided for and Purchaser determines that the failure to so pay or provide for such Liabilities would materially impair Seller's ability to satisfy its obligations under the Transition Services Agreement, Purchaser shall provide notice to Seller of such event and, if Seller has failed to pay or provide for such Liabilities after five (5) calendar days notice, Purchaser may, at any time after the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and the full amount of all such payments made by Purchaser shall be promptly reimbursed by Seller following Purchaser's written notice to Seller thereof.
Payment of Retained Liabilities. Seller shall pay in full, or make adequate provision for the payment in full of, all Retained Liabilities and other Liabilities of Seller under this Agreement. If any such Liabilities are not so paid or provided for when owed, and if Purchaser reasonably determines that continued failure to make any such payments will impair Purchaser’s use or enjoyment of the Acquired Assets or conduct of the Conferencing Business as previously conducted by Seller with the Acquired Assets, Purchaser may, at any time after the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and the full amount of all such payments shall be reimbursed to Purchaser from Seller. The foregoing notwithstanding, at least five (5) business days prior to the making of any such payment, Purchaser shall notify Seller in writing of its intent to make such payment. If Seller reasonably and in good faith believes that such payment is not owing, then within five (5) business days of its receipt of the same, it may communicate the same to Purchaser in writing. Purchaser shall be free to pay or not pay such Liability, but to the extent it pays any amount which Seller disputes in writing, it shall only be entitled to reimbursement from Seller if the alleged underlying obligation is ultimately determined to have been owing pursuant to the arbitration provisions of Article X, or if compulsory process is necessary to fully determine the validity of such underlying obligation, by a court of appropriate jurisdiction. If Purchaser agrees not to pay any such disputed portion, Seller shall indemnify Purchaser against liability for the same and any damages suffered by Purchaser as a consequence thereof, should it ultimately be determined in the manner provided above that the disputed portion was in fact due and owing.
Payment of Retained Liabilities. In addition to payment of Taxes pursuant to Section 11.2, 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 Closing Date, elect to make all such payments directly (but shall have no obligation to do so).
Payment of Retained Liabilities. The Seller Parties shall timely pay or make adequate provision for the payment in full of all of the Retained Liabilities as of the Closing Date (excluding the Solar Equipment Lease). If any Retained Liabilities are not timely paid or provided for, or if Buyer determines that failure to make any payments will impair Buyer’s use of the Purchased Assets or conduct of the Business, then Buyer may, at any time after the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and shall be indemnified fully therefor by the Seller Parties on a joint and several basis.
Payment of Retained Liabilities. Seller will pay, perform and discharge when due, or make adequate provision for the payment, performance and discharge when due of, all of the Retained Liabilities and the other Liabilities of Seller under this Agreement. If any such Liabilities are not so paid or provided for, and 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, Buyer may, at any time after the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and, following any such payment, will be entitled to a full reimbursement of all such payments or, in Buyer's sole discretion, to set off and deduct the full amount of all such payments from the Indemnification Holdback Amount pursuant to Section 7.05.
