Progressive Liabilities Sample Clauses

Progressive Liabilities. The Purchase Price shall be reduced by the estimated amounts outstanding as of the Time of Possession on the liabilities set forth below in (i)-(iv) (collectively, the “Progressive Liabilities”), which amounts shall be reflected on the Closing Statement: (i) amounts shown on the Seller's internal progressive slot machine meters, or meters for other games or gaming devices as of the Time of Possession in the cumulative amount of approximately Six Hundred Thousand Dollars ($600,000.00); (ii) table games with an in-house progressive jackpot feature as of the Time of Possession; (iii) progressive pool programs in which Seller participates with other gaming entities as set forth on Schedule 11.4(e)(iii) attached hereto; and (iv) all progressive games which shall be listed on Schedule 11.4(e)(iv) attached hereto. On the Closing Date, Seller shall deliver a final accounting of the Progressive Liabilities outstanding as of the Time of Possession, to be reviewed by Buyer within two (2) business days following receipt. Any additional amounts owed by Buyer or credits due to Buyer as a result of such final accounting shall be paid for by Buyer or Seller, as applicable, or by wiring of federal funds to the account designated by Buyer or Seller, as applicable, no later than 5:00 p.m. (Las Vegas Time) on the fourth day immediately following the Closing Date.
Sample 1
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Related to Progressive Liabilities

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Product Liabilities There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Total Liabilities The sum of the following (without duplication): (i) all liabilities of the Borrower and the Related Companies consolidated and determined in accordance with Generally Accepted Accounting Principles excluding accounts payable incurred in the ordinary course of business, (ii) all Indebtedness of the Borrower and the Related Companies whether or not so classified, including, without limitation, all outstanding Loans under this Agreement, and (iii) the balance available for drawing under letters of credit issued for the account of the Borrower or any of the Related Companies.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • No Contingent Liabilities There are no known contingent liabilities of the Funds not disclosed and there are no legal, administrative or other proceedings pending, or to the knowledge of the Acquired Fund threatened, against the Acquired Fund or to the knowledge of the Acquiring Fund threatened against the Acquiring Fund which would materially affect its financial condition.

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