Prorated Obligations Sample Clauses

Prorated Obligations. Granite shall, no later than five (5) business days prior to the Closing Date, prepare a document (the "Proration Statement"), a copy of the form of which is to be delivered by Granite not less than five days prior to the Closing for Buyer's review and approval, listing by item, all of the expenses, costs, obligations and other Liabilities of WLAJ of the type identified in Section 2.2.2 that are attributable solely to the operation of WLAJ, either in whole or in part, during the period on or after the Closing Date ("Prorated Obligations") but either payable in advance prior to the Closing Date or in arrears after the Closing Date. For each Prorated Obligation, there shall be listed (i) the estimated aggregate amount thereof remaining to be paid on or after the Closing Date, (ii) the amount of such Prorated Obligation incurred by Sellers, attributable to operation of WLAJ prior to the Closing Date ("Pre-Closing Incurred Obligations") and (iii) the actual amount paid by Sellers with respect to such Prorated Obligation prior to Closing ("Pre-Closing Paid Obligations").
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Prorated Obligations. Pacific shall, no later than five (5) business days prior to the Closing Date, prepare a document (the "Proration Statement"), a copy of the form of which is attached as Exhibit A, listing by item, all of the expenses, costs, obligations and other Liabilities of KOFY of the type identified in Section 2.2.2 that are attributable solely to the operations of KOFY, either in whole or in part, during the period after the Effective Time but either payable in advance prior to the Effective Time or in arrears after the Effective Time ("Prorated Obligations"). For each Prorated Obligation, there shall be listed (i) the estimated aggregate amount thereof remaining to be paid after the Effective Time, (ii) the amount of such Prorated Obligation incurred by Pacific or attributable to operations of KOFY, on or prior to Effective Time ("Pre-Closing Incurred Obligations") and (iii) the actual amount paid by Pacific with respect to such Prorated Obligation on or prior to Effective Time ("Pre-Closing Paid Obligations"). Notwithstanding anything to the contrary contained herein, Prorated Obligations shall be expressly limited to those items listed on Exhibit A and amounts listed on the Proration Statement, with any obligations in excess of such amounts being Excluded Pacific Liabilities.
Prorated Obligations. WXON-TV, Inc. shall, no later than five (5) business days prior to the Closing Date, prepare a document (the "Proration Statement"), a copy of the form of which is attached as EXHIBIT A, listing by item, (i) all of the estimated expenses, costs, obligations and other Liabilities of the Station that are attributable to the operations of the Station, either in whole or in part, during the period after the Effective Time but either payable in advance prior to the Effective Time or in arrears after the Effective Time ("Prorated Obligations"). For each Prorated Obligation, there shall be listed (i) the estimated aggregate amount thereof remaining to be paid after the Effective Time, (ii) the amount of such Prorated Obligation incurred by the Seller or attributable to operations of the Station, on or prior to Effective Time ("Pre-Closing Incurred Obligations") and (iii) the actual amount paid by Seller with respect to such Prorated Obligation on or prior to Effective time ("Pre-Closing Paid Obligations").
Prorated Obligations. Seller shall, no later than five (5) business days prior to the Closing Date, prepare a document (the "Proration Statement"), a copy of the form of which is attached as Exhibit A, listing by item, (i) all of the expenses, costs, obligations and other Liabilities of the Station of the type identified in Section 2.2.2 that are attributable solely to the operations of the Station, either in whole or in part, during the period after the Closing Date ("Prorated Obligations") but either payable in advance prior to the Closing Date or in arrears after the Closing Date. For each Prorated Obligation, there shall be listed (i) the estimated aggregate amount thereof remaining to be paid after the Closing Date, (ii) the amount of such Prorated Obligation incurred by the Seller or attributable to operations of the Station, on or prior to Closing Date ("Pre-Closing Incurred Obligations") and (iii) the actual amount paid by Seller with respect to such Prorated Obligation on or prior to Closing Date ("Pre-Closing Paid Obligations").

Related to Prorated Obligations

  • RELATED OBLIGATIONS At such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2(a), the Company will effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company shall have the following obligations:

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:

  • Retained Obligations Buyer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby, to have assumed or to have agreed to discharge or perform, any liabilities, obligations or commitments of Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Buyer, other than the Assumed Obligations (the "Retained Obligations").

  • Limited Obligations This Agreement does not create any obligation of the Securities Intermediary except for those expressly set forth in this Agreement. The Securities Intermediary may conclusively rely and shall be fully protected in acting or refraining from acting upon notices and communications it believes to be genuine and given by the appropriate party. Except for permitting a withdrawal, delivery or payment in violation of Article III, the Securities Intermediary shall not be liable to the Secured Party, the Servicer or the Issuer for any error of judgment made in good faith and in accordance with this Agreement, nor shall it otherwise be liable under this Agreement except as a result of its own willful misconduct, bad faith or negligence.

  • Unfunded Obligations The grant of the Performance Share Units and any provision for distribution in settlement of Employee’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to Employee’s entitlement to any distribution hereunder, Employee shall be a general creditor of the Company.

  • Unfunded Obligation The obligations under this Agreement shall be unfunded. Benefits payable under this Agreement shall be paid from the general assets of the Company. The Company shall have no obligation to establish any fund or to set aside any assets to provide benefits under this Agreement.

  • Assumed Obligations At the Closing, Purchaser shall assume, and agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the ordinary course of Seller's business (excluding, for purposes of clarification and not limitation, any and all professional fees, costs and other expenses incurred by the Seller in connection with the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby after October 31, 2003, all of which shall be governed by Section 14.4 hereof), (ii) Seller's liabilities and other obligations arising subsequent to the Closing under all contracts entered into by Seller in the ordinary course of its business (including open purchase orders) after the date hereof, and (iii) the obligations listed on Schedule 2.1(c) hereto (collectively the "Assumed Obligations"). Except as expressly set forth in this paragraph (c), Purchaser shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including but not limited to any liabilities, obligations, debts or commitments of Seller incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (except to the extent contemplated by Section 14.5 hereof). Without limiting the generality of the foregoing, Seller expressly acknowledges and agrees that Seller shall retain, and that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, (a) any liability of Seller for Taxes, whether measured by income or otherwise, (b) any product liability pertaining to products sold by Seller prior to the Closing Date, (c) any liability or obligation of Seller relating to any default taking place before the Closing Date under any of the Assumed Obligations to the extent such default created or increased the liability or obligation, (d) any obligation of Seller to its shareholders, any Affiliate of Seller or its shareholders, or any Person claiming to have a right to acquire any capital stock or other securities of Seller, or (e) the Distribution Agreement by and between KMS and Seller effective as of September 26, 2002, together with any and all liabilities or obligations (including professional fees) arising out of or relating thereto or to any prior or subsequent agreements between the parties. All obligations which are not Assumed Obligations, including but not limited to the foregoing, are hereinafter referred to as the "Excluded Obligations."

  • Excluded Swap Obligations (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide.

  • Valid Obligation Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.

  • Specific Obligations Without limiting the generality of Section 3.1 or the requirements of any other provision of this Agreement, Contractor shall:

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