Specified Liabilities. Upon the terms and subject to the conditions hereof, the Purchaser hereby assumes from the Seller all Liabilities arising with respect to the performance after the date hereof of the Specified Licenses, excluding any Liability resulting from any breach thereof by the Seller prior to the date hereof (collectively, the “Specified Liabilities”).
Specified Liabilities. Section 1.3(g) STOCK OPTION PLANS........................................................................... Section 4.3(m) SUPERIOR BID................................................................................. Section 10.1(b)(ii) SUPPLIES..................................................................................... Section 12.1 69
Specified Liabilities. Those specific limited liabilities set forth on Schedule 3.1.3 attached hereto.
Specified Liabilities. As of the Closing none of NBS and NBSH shall have any liabilities or obligations other than the Leases, Assumed Contracts, and Permitted Exceptions (collectively “Specified Liabilities”). The Companies have paid all hard and soft costs in connection with development and construction of the Project. The Companies and Manager hereby (i) terminated all agreements between Companies and Manager effective as of Closing, and (ii) agree that all obligations of the Companies to Manager, including, but not limited to, any obligations under any agreements owed by of the Companies to Manager, including, but not limited to, any indemnities shall be deemed satisfied or waived by Manager as of Closing.
Specified Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, for the one (1)-year period immediately following the Closing Date, Seller shall retain, and shall be responsible for paying, performing and discharging when due, any Specified Liabilities; provided that (i) Purchaser shall be responsible for paying, performing and discharging when due the first $500,000 of any such Specified Liabilities, which shall be considered Assumed Liabilities, (ii) Seller’s responsibility for the Specified Liabilities in accordance with this Section 1.6 shall only apply to Specified Liabilities that are, individually or in the aggregate (to the extent arising from the same or substantially similar facts or circumstances), in excess of $100,000 (in which case Seller shall be responsible for the entire amount of such Specified Liabilities without regard to such $100,000 amount), subject to the Specified Liabilities Cap, and (iii) in no event shall Seller be responsible for more than $1,500,000 in the aggregate (the “Specified Liabilities Cap”) of the Specified Liabilities retained by Seller in accordance with this Section 1.6. For the avoidance of doubt, following the expiration of the one (1)-year period immediately following the Closing Date, all Specified Liabilities, other than any Specified Liabilities for which Purchaser has provided written notice to Seller during such period, shall be Assumed Liabilities without regard to this Section 1.6.
(b) For purposes of this Agreement, “Specified Liabilities” means, to the extent not constituting Excluded Liabilities, any liabilities or obligations incurred by Purchaser during the one (1)-year period immediately following the Closing Date to the extent such liabilities or obligations arise from or relate to the conduct or operation of the Business prior to the Closing Date.
Specified Liabilities. At the Closing, Buyer will not assume any of the liabilities, obligations or debt of Seller except the following explicitly listed liabilities and then only to the extent solely related to the Specified Assets (the “Specified Liabilities”):
2.1.3.1 The Transferred Employees’ accrued vacation and sick leave accrued through the Closing Date listed on Schedule 2.1.3.1 which schedule shall be delivered at Closing by the Seller.
Specified Liabilities. 6 ARTICLE 2.
Specified Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, for the one (1)-year period immediately following the Closing Date, Seller shall retain, and shall be responsible for paying, performing and discharging when due, any Specified Liabilities; provided that (i) Purchaser shall be responsible for paying, performing and discharging when due the first $500,000 of any such Specified Liabilities, which shall be considered Assumed Liabilities, (ii) Seller’s responsibility for the Specified Liabilities in accordance with this Section 1.6 shall only apply to Specified Liabilities that are, individually or in the aggregate (to the extent arising from the same or substantially similar facts or circumstances), in excess of $100,000 (in which case Seller shall be responsible for the entire amount of such Specified 7 Liabilities without regard to such $100,000 amount), subject to the Specified Liabilities Cap, and (iii) in no event shall Seller be responsible for more than $1,500,000 in the aggregate (the “Specified Liabilities Cap”) of the Specified Liabilities retained by Seller in accordance with this Section 1.
Specified Liabilities. Any Losses or warranty claims resulting from or arising out of substantially the same facts and circumstances as were described in the insurance claim with HDI-Xxxxxxx under claim number 000-0000000-0000 which came to light with customer Volkswagen Audi Group (VAG) as first reported on 01-01-2009, described as contamination of the paste (platinum thick-film paste) and referred to by the working name “iridium contamination.”
Specified Liabilities. 50- Tax .........................................................-51- Taxes .........................................................-51- Tax Returns.......................................................-51- TEXCAN ENTITIES' Knowledge........................................-51- TEXCAN Material Adverse Effect....................................-51- U.S. Code.........................................................-51- U.S. Employee Benefit Plans.......................................-51- U.S. GAAP.........................................................-52- U.S. Securities Act...............................................-52- ANICOM Agent......................................................-52-
