Satisfaction of Liabilities. The liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;
Satisfaction of Liabilities. No amounts shall be payable by the Company to the Executive under this ARTICLE IV until the Executive executes a general release in a form reasonably acceptable to the Company. Upon the delivery of such executed general release to the Company and subject to the Company’s compliance with Section 4.4, the Company shall have no further liability of any kind or nature whatsoever to the Executive under this Agreement.
Satisfaction of Liabilities. 24 5.8. Repurchase of Unpaid Receivables............................................................................25 5.9.
Satisfaction of Liabilities. The Company and each of its Subsidiaries shall have satisfied and discharged all of their Debt except for: (i) Debt for which an adjustment to the Base Purchase Price has been made under Section 2.2(b) and (ii) Debt which constitutes an Adjusted Current Liability.
Satisfaction of Liabilities. The Seller and the Shareholders will pay and perform, as and when due, all Liabilities (other than the Assumed Liabilities) relating to the Seller, the business of the Seller and the Acquired Assets, including without limitation, all Taxes attributable to the transactions contemplated by this Agreement and all accrued vacation and other accrued employee benefits; provided, however, that accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Seller as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied as set forth in Section 2.3(b). In addition, the Seller and the Shareholders will pay to the Buyer an amount equal to the portion of the personal property taxes on the Acquired Assets of the Seller attributable to the period from January 1, 1997 to the Closing Date (the "Pre-Closing Personal Property Tax Amount"). The Pre-Closing Personal Property Tax Amount payable by the Shareholders and the Seller will be determined by prorating personal property taxes on the Acquired Assets of the Seller for 1997 in proportion to the number of days in the year prior to the Closing Date compared to the number of days in the year remaining after the date on which the Closing occurs. If the actual Pre-Closing Personal Property Tax Amount exceeds the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a), the Seller and the Shareholders shall pay such excess amount to the Buyer within five days after their receipt of notice from the Buyer stating the amount payable by them and a copy of the invoices from Governmental Authorities relating thereto. If the estimated Pre-Closing Personal Property Tax Amount used for purposes of Section 2.3(a) exceeds the actual Pre-Closing Personal Property Tax Amount, the Buyer shall pay such excess amount to the Seller within five days of receipt of the invoices from Governmental Authorities relating thereto. Further, the Seller and the Shareholders, at their expense, promptly will take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from the Buyer at any time. The Buyer will pay and perform, as and when due (except to the extent the validity thereof or the liability therefor is being contested by the Buyer), the Assumed Liabilities.
Satisfaction of Liabilities. The Selling Entities shall, in the ordinary course of business, fully satisfy or cause to be satisfied all third party Liabilities and obligations of the Selling Entities relating to the Business which are not Assumed Liabilities.
Satisfaction of Liabilities. Excluding the New LLC Assumed Liabilities, Seller agrees to satisfy all liabilities of Seller relating to the Business prior to the New LLC Asset Transfer or as soon as is reasonably practicable thereafter, which liabilities include, without limitation:
(a) all payroll expense and other compensation due and owing Seller’s employees for the period preceding the Closing Date (excluding any paid time off or other employee-related accruals to the extent they are included in Accrued Liabilities; and
(b) all Taxes, including payroll taxes, sales taxes and income taxes accrued up to the New LLC Asset Transfer (but excluding any such Taxes to the extent they are included in Accrued Liabilities).
Satisfaction of Liabilities. (a) Promptly following the Closing, the Shareholders shall pay when due all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet to the extent not previously paid and any Taxes attributable to the transactions contemplated by this Agreement. In addition, any and all Taxes attributable to the assumption of the Closing Date Liabilities under Section 4.7(a) or to the distribution of the Excluded Assets under Section 4.7(b), and to any pre-Closing distribution or dividend of assets, including, without limitation, any recognition by the Company of taxable income or gain with respect to the distribution or dividend of the Excluded Assets or any pre-Closing distribution or dividend of assets, shall be Closing Date Liabilities and shall be paid in full by the Shareholders, and neither the Company nor PentaStar shall have any Liability with respect thereto.
(b) The Shareholders, at their expense, promptly shall take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from PentaStar at any time.
(c) PentaStar shall pay and perform, as and when due, the Retained Liabilities.
Satisfaction of Liabilities. Pay any obligation or liability, absolute or contingent, in excess of $50,000 except liabilities shown on the 1996 Financial Statements or except in the usual and ordinary course of business or in connection with the transactions contemplated by this Agreement;
Satisfaction of Liabilities. AMMA has satisfied all of its Liabilities with respect to the matters listed on Schedule 8.7 as of the Closing Date and SCWorx has received payoff letters or other proof of payment evidencing the satisfaction of such Liabilities and release of any related to such Liabilities, in form and substance satisfactory to SCWorx.
