Special Liabilities. MDC shall deliver to Purchaser a new Schedule 13(i) certifying the amount of Special Liabilities outstanding as of the Closing Date, and (i) in the case of programming and channel lease Special Liabilities, scheduling the dates that are six years after the programming in question was provided, or the lease payments in question were due, for which payment has not been made (which is when the application statute of limitations with respect to the liability will expire), and (ii) in the case of personal property tax Special Liabilities, scheduling the dates that are ten years after the end of the relevant tax year for which payment has not been made (which is when the application statute of limitations with respect to the liability will expire). Schedule 13(i) is further described in paragraph 19(a) of this Agreement.
Special Liabilities. The Special Liabilities will be set forth on Schedule 13(i) to the Purchase Agreement and will be attached as Exhibit A hereto, and are subdivided thereon into four types of potential claims: (i) Programming Liabilities, (ii) Excess Airtime Capacity Channel Lease Liabilities, (iii) Personal Property Tax Liabilities, and (iv) any and all monetary forfeitures issued by the FCC against MDC that is on appeal at Closing, and is treated as part of the Special Liabilities in accordance with paragraph 6(e) of the Purchase Agreement ("FCC Monetary Forfeitures"). In the case of Programming Liabilities and Excess Airtime Capacity Channel Lease Liabilities, until six years after the programming in question was provided or the lease payments in question were due, for which payment has not been made, and (ii) in the case of Personal Property Tax Liabilities, until the date that is ten years after the end of the relevant tax year for which the taxes were not paid, the Shareholders by and through the Agent shall have the exclusive right to negotiate on behalf of MDC amounts to be paid, if any, in settlement or compromise of the Special Liabilities. In the case of FCC Monetary Forfeitures, the Shareholders by and through the Agent shall have the exclusive right to direct the appeal and negotiate on behalf of MDC amounts to be paid, if any, in settlement or compromise. Any Special Liabilities not paid in full at the expiration of the period in which the Shareholders have the exclusive right to negotiate on behalf of MDC, and for which the holder of the claim has not filed suit (whether or not any settlement or compromise has been
Special Liabilities. The Buyer shall discharge the obligations and liabilities of the Company specified on Exhibit 1.3 hereto (collectively, the “Special Liabilities”). The Special Liabilities will be paid by the Buyer out of the Total Cash Consideration at or after the Closing, as indicated on Exhibit 1.3. The aggregate amount of the Special Liabilities, as set forth on Exhibit 1.3, is sometimes referred to herein as the “Special Liabilities Amount”.
Special Liabilities. The sum of the Special Liabilities (as defined below) as of the Management Date shall not exceed $1,028,750 as shown on the Management Date Financials. Special Liabilities shall mean the amount due for the following: Note Payable - Taqua; Due to MSPC; Note Payable to BIPCO; Note Payable - Amerifirst; Note Payable to Paul Ryan; Note Payable to Xxxx Xxxoner; Note Payable xx Xxxxx Xxnder; Note Payable xx Xxxxxx XcKinney, amounts oxxx xxx x000 xxes (including any penalties or interest), any debt or amounts due to AmSouth Bank and any other debt for borrowed money or purchase or lease of assets. In the event that the sum of the Special Liabilities exceeds $1,028,750 as of the Management Date, the Parent and Acquisition Sub may nevertheless elect to close and reduce the Parent Stock Consideration by an amount equal to the amount by which the sum of the Special Liabilities exceeds $1,028,750.
