PAYMENT OF THE COMPANY'S LIABILITIES Sample Clauses

PAYMENT OF THE COMPANY'S LIABILITIES. After the Closing, Buyer shall, or shall cause the Company to, administer and manage the payment or performance of all Company Payables in a timely manner, consistent with customary and prudent business practices. Prior to or as of Closing, Seller shall have deposited in a special account of the Company the amount of Three Million Dollars ($3,000,000.00) (the "Special Fund") to be applied to payment of claims for specialist referrals made by PrimeCare of Florida, Inc. dba PrimeCare Physician Network, Inc. on or before the Closing Date or claims for hospital services furnished to PrimeCare patients on or before the Closing Date (the "PrimeCare Pre-Closing IBNR"). However, Seller's creation of the Special Fund is conditioned upon the Company assigning to Seller all of the Company s right, title and interest in and to the PrimeCare Pre-Closing IBNR up to Three Million Dollars ($3,000,000.00) under that certain Health Services Agreement, dated as of May 31, 1996, made and entered into by and between the Company and PrimeCare of Florida. Buyer shall, or shall cause the Company to, apply the Special Funds only to payment of the PrimeCare Pre-Closing IBNR until the Prime Care Pre- Closing IBNR has been paid in full. Any of the Special Funds which remain after the payment of the PrimeCare Pre-Closing IBNR shall be remitted to PrimeCare. Creation of the Special Fund creates no liability of Seller for any PrimeCare Pre-Closing IBNR in excess of the Special Funds. Except for the Special Fund and those Company Liabilities expressly assumed by Seller pursuant to the Indemnification Agreement and Section 2.4 above, Buyer, jointly and severally with the Company, shall be responsible for the payment, performance and satisfaction of all other Company Liabilities.
Sample 1
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Related to PAYMENT OF THE COMPANY'S LIABILITIES

  • Liabilities of the Company The Company does not have any Obligations of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary Course of Business since the date of the last Financial Statements filed by the Company with the SEC that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Obligations of the Company Upon Termination (a) Termination by the Company for Cause or by the Executive other than for Good Reason. If, during the Employment Period, or any Additional Employment Period, the Executive’s employment with the Company is terminated by the Company for Cause or by the Executive other than for Good Reason (and not due to death or Disability), the Company shall have no further payment obligations to the Executive or his legal representatives under this Agreement, other than for:

  • Termination of the Company’s Obligations The Company shall have no further obligations pursuant to this Agreement at such time as no Registrable Shares are outstanding, provided, however, that the Company’s obligations under Sections 3, 6 and 10 of this Agreement shall remain in full force and effect following such time.

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Conditions of the Company’s Obligations The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Certain Obligations of the Company The Company agrees that it will ---------------------------------- not increase the par value of the shares of Warrant Stock issuable upon exercise of this Warrant above the prevailing and currently applicable Exercise Price hereunder, and that before taking any action that would cause an adjustment reducing the prevailing and current applicable Exercise Price hereunder below the then par value of the Warrant Stock at the time issuable upon exercise of this Warrant, the Company will take such corporate action, as in the opinion of its counsel, may be necessary in order that the Company may validly issue fully paid, nonassessable shares of such Warrant Stock upon the exercise of this Warrant. The Company will maintain an office or agency (which shall initially be the Company's principal office in Redwood City, California) where presentations and demands to or upon the Company in respect of this Warrant may be made and will give notice in writing to the registered holders of the then outstanding Warrants, at their addresses as shown on the books of the Company, of each change of location thereof.

  • Conditions of the Company The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

  • Responsibilities of the Company 11.1 The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

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