Seller Specific Liabilities Sample Clauses

Seller Specific Liabilities. (a) If it is determined at the Closing (based upon a good faith showing by Buyer supported by substantial evidence and that is agreed to by the SPC Seller that owns the Capital Stock of the SPC in question) that any of the SPCs has any indebtedness or liability (other than any indebtedness or liability disclosed in Section 4.3 or in Section 4.3 of FrontierVision's Disclosure Schedule) that will not otherwise be discharged at the Closing, then the amount of Cash Consideration payable to such SPC Seller shall be decreased by the dollar amount of such indebtedness or liability as agreed to by such SPC Seller and Buyer. If it is determined at the Closing (based upon a good faith showing by Buyer supported by substantial evidence and that is agreed to by the Seller in question) that any of the Purchased Interests held by a Seller is subject to an Encumbrance and that will not otherwise be discharged and released at the Closing, then the amount of Cash Consideration payable to such Seller shall be decreased by the dollar amount necessary to discharge and release such Encumbrance as agreed to by such Seller and Buyer. Buyer agrees to notify the appropriate Seller promptly upon becoming aware of any matter that could give rise to a claim under this Section 2.8 that was not disclosed in this Agreement or in FrontierVision's Disclosure Schedule. If such Seller and Buyer cannot agree on the appropriate amount of the decrease in Cash Consideration payable to such Seller by the time scheduled for the Closing, then Buyer shall deposit a portion of the Closing Cash Payment equal to the amount of Buyer's claim (together with an amount equal to the greater of $25,000 or one percent (1%) of the amount of Buyer's claim to cover the fees, if any, payable by such Seller pursuant to Section 2.8(b) with respect to an accounting firm's final determination) with the Escrow Agent to hold in a separate escrow on behalf of such Seller solely in order to provide a fund for any payment to which Buyer may be entitled in accordance with this Section 2.8 (each such escrow, a "Post-Closing Section 2.8 Escrow," and such deposit, together with any earnings thereon, the "Post-Closing Section 2.8 Funds"), and the amount of the Closing Cash Payment payable to such Seller shall be decreased by the amount so deposited. None of the Post-Closing Section 2.8 Funds will be available for any purpose other than as described above and shall not be available to satisfy any obligation of Sellers under Art...
Sample 1
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Seller Specific Liabilities. (a) If it is determined at the Closing (based upon a good faith showing by Buyer supported by substantial evidence and that is agreed to by the SPC Seller that owns the Capital Stock of the SPC in question) that any of the SPCs has any indebtedness or liability (other than any
Sample 1

Related to Seller Specific Liabilities

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other 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.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • 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”):

  • 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.

  • Exceptions from Liability Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Seller's Liability Seller shall remain liable for all Liability related to workers’ compensation, disability and occupational diseases of or with respect to all of Seller’s employees attributable to injuries, claims, conditions, events and occurrences occurring prior to the Closing Date, which Liability shall be a Retained Liability.

  • Environmental Liabilities No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Company's knowledge, threatened concerning any Environmental Permit, Hazardous Material or any Hazardous Materials Activity of the Company. The Company is not aware of any fact or circumstance which could involve the Company in any environmental litigation or impose upon the Company any environmental liability.

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