Special Liabilities Sample Clauses

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.
Sample 1
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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
Sample 1
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”.
Sample 1
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.
Sample 1

Related to Special Liabilities

  • Material Liabilities The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, (ii) obligations under the Notes and in connection with the Advance and (iii) as contemplated by the Merger Agreement and the Transaction Documents.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Total Liabilities The sum of the following (without duplication): (i) all liabilities of the Borrower and the Related Companies consolidated and determined in accordance with Generally Accepted Accounting Principles excluding accounts payable incurred in the ordinary course of business, (ii) all Indebtedness of the Borrower and the Related Companies whether or not so classified, including, without limitation, all outstanding Loans under this Agreement, and (iii) the balance available for drawing under letters of credit issued for the account of the Borrower or any of the Related Companies.

  • Default Liabilities 6.1 The Parties agree and acknowledge that, if any Party (hereinafter the “Defaulting Party”) commits material breach of any provision hereof, or materially fails to perform or delays in performing any obligation hereunder, such breach or failure or delay shall constitute a default under this Agreement (hereinafter a “Default”), then any non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within 10 working days following the written notice issued by the non-defaulting Party and the rectification requirement, the non-defaulting Party shall be entitled to decide to, at its discretion:

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • 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.

  • Certain Liabilities Except as disclosed on Schedule 4.10, to such Credit Parties’ knowledge, none of the present or previously owned or operated Property of any such Credit Party or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Credit Party, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • No Contingent Liabilities There are no known contingent liabilities of the Funds not disclosed and there are no legal, administrative or other proceedings pending, or to the knowledge of the Acquired Fund threatened, against the Acquired Fund or to the knowledge of the Acquiring Fund threatened against the Acquiring Fund which would materially affect its financial condition.

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