Satisfaction of Certain Liabilities Sample Clauses

Satisfaction of Certain Liabilities. Notwithstanding anything to the contrary contained herein, Seller acknowledge that although Buyer is acquiring all of the outstanding capital stock of Seller, Seller has agreed that, upon the Closing Date, Seller shall have no liabilities other than the liabilities set forth on the Financial Statements or arising thereafter in the ordinary course of business and are less that the Current Assets being acquired by a ratio of One Dollar and Twenty-Five Cents ($1.25) of Current Assets to each One Dollar ($1.00) of Total Liabilities (collectively, the “Assumed Liabilities”).
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Satisfaction of Certain Liabilities. Concurrently with the Merger Filing:
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Satisfaction of Certain Liabilities. Notwithstanding anything to the contrary contained herein, FMS acknowledges that although EMR is acquiring all of the outstanding capital stock of the FMS Shareholder, the FMS Shareholder has agreed that, upon the Closing Date, FMS shall have no liabilities other than the liabilities set forth on the Financial Statements dated August 31, 2016 or arising thereafter in the ordinary course of business
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Satisfaction of Certain Liabilities. On or prior to the Closing Date, First Capital shall have assumed, or the Bank shall have discharged, paid all outstanding amounts owed on, and terminated, in each case with no liability or obligation of Landmark, those liabilities, Contracts and obligations listed on Schedule 5.14, as shall be updated on the Estimation Date pursuant to Section 2.5.
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Satisfaction of Certain Liabilities. Notwithstanding anything to the contrary contained herein, Sellers acknowledge that although Buyer is acquiring all of the outstanding capital stock of Meadowlands, Sellers have agreed that upon the Closing Date Meadowlands shall have no liabilities other than the following (the "Assumed Liabilities"):
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Satisfaction of Certain Liabilities. The Parent agrees that after ----------------------------------- the Closing, the Parent shall pay, or shall cause the Surviving Corporation to pay or otherwise satisfy, the liabilities and obligations set forth on Schedule -------- 1.7 in accordance with the payment schedule set forth on Schedule 1.7. --- ------------
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Satisfaction of Certain Liabilities. Notwithstanding anything to the contrary contained herein, Sellers acknowledge that although Buyer is acquiring all of the outstanding capital stock of FCES, Sellers have agreed that, upon the Closing Date, FCES shall have no liabilities other than the liabilities set forth on the Financial Statements or arising thereafter in the ordinary course of business, except for the Excluded Liabilities (as defined below) (collectively, the “Assumed Liabilities”).
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Satisfaction of Certain Liabilities. On or prior to the Closing, the Seller shall pay the amounts owing by the Targets to Aluiselonza and Reservoir Capital in an aggregate amount not to exceed $338,201.44, with the amounts paid to each of Aluiselonza and Reservoir Capital being set forth on EXHIBIT C to be completed promptly following the payments of such amounts.
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Related to Satisfaction of Certain Liabilities

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • Suspension of Certain Obligations The Company shall not be required to comply with the provisions of subsections (f), (g) or (h) of this Section 4 during any period from the time (i) the Agents shall have suspended solicitation of offers for the purchase of Notes in their capacity as agents pursuant to a request from the Company and (ii) no Agent shall then hold any Notes purchased from the Company as principal, as the case may be, until the time the Company shall determine that solicitation of offers for the purchase of Notes should be resumed or an Agent shall subsequently purchase Notes from the Company as principal.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any:

  • RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS TCI shall use reasonable efforts, including offering its own guarantee, to have the Stockholders released from any and all guarantees of the Company's indebtedness identified on Schedule 10.1. In the event that TCI cannot obtain such releases from the lenders of any such guaranteed indebtedness identified on Schedule 10.1 on or prior to 60 days subsequent to the Funding and Consummation Date, TCI shall promptly pay off or otherwise refinance or retire such indebtedness. TCI shall indemnify the Stockholders against, and shall promptly reimburse the Stockholders for, any amounts which the Stockholders are obligated to pay under any such guarantees listed on Schedule 10.1, and shall be subrogated to any rights of the Stockholders accruing as a result of any such payments by the Stockholders.

  • Allocation of Certain Expenses Each Shareholder will, at the discretion of the Trustees, indemnify the Trust against all expenses and losses resulting from indebtedness incurred in connection with facilitating (i) requests pending receipt of the collected funds from investments sold on the date of such Shareholder’s redemption request; (ii) redemption requests from such Shareholder who has also notified the Trust of its intention to deposit funds in its accounts on the date of said redemption request; or (iii) the purchase of investments pending receipt of collected funds from such Shareholder who has notified the Trust of its intention to deposit funds in its accounts on the date of the purchase of the investments.

  • Preservation of Certain Remedies Notwithstanding the preceding binding arbitration provisions, the parties hereto and the other Loan Documents preserve, without diminution, certain remedies that such Persons may employ or exercise freely, either alone, in conjunction with or during a Dispute. Each such Person shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted in the Loan Documents or under Applicable Law or by judicial foreclosure and sale, including a proceeding to confirm the sale, (ii) all rights of self help including peaceful occupation of property and collection of rents, set off, and peaceful possession of property, (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute.

  • Exclusion of Certain Damages IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, EACH OTHER MEMBER OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH (A) ANY BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS WITH RESPECT TO IP AGREEMENT INFORMATION, (B) ANY BREACH BY VAREX OR ANY MEMBER OF ITS GROUP OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO ACCELERATOR TECHNOLOGY, (C) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (D) ANY CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IX.

  • Indemnification of Certain Expenses The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.

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