Statement of Liabilities Sample Clauses

Statement of Liabilities. No later than three (3) Business Days prior to the Closing, the Company shall prepare and deliver to the Buyer a certificate containing a description and the outstanding balance of the Liabilities contemplated by Section 3.5(b) of this Agreement, including the timing and amounts of payments with respect to any such Liabilities required after the Closing, if any.
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Statement of Liabilities. At least three (3) business days prior to the Closing Date, the Company shall deliver to Parent a statement certified by the Chief Financial Officer of the Company (the "Statement of Liabilities") setting forth the Estimated Third Party Expenses and Estimated Specified Company Liabilities.
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Statement of Liabilities. The Statement of Liabilities attached to this Agreement as Schedule B reflects the categories of liabilities to which the Company was subject as of October 31, 2003. There are no categories of liabilities of the Company, absolute or contingent, incurred prior to October 13, 2003, except as set forth on the Statement of Liabilities. The Company and David represent and warrant to the Purchaser that there xxxx no asserted or threatened customer warranty claims and/or product liability claims against the Company as of October 13, 2003."
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Statement of Liabilities. 17 5.10 Trustee................................................... 18 ARTICLE VI CONDITIONS........................................ 19
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Statement of Liabilities. (a) Contributor shall prepare and deliver to HCI, at least 90 days prior to the anticipated Closing Date, a statement of all of the Liabilities of each of Univisa and USHI estimated or projected as of the Closing Date (such statement, as it may be revised pursuant to Section 5.9(b), is referred to herein as the "Statement of Liabilities"). Within 30 days of such date of delivery, HCI shall be entitled to verify the accuracy of the Statement of Liabilities and shall determine in good faith the amount reasonably necessary to satisfy in full all of the Liabilities set forth on such Statement, including the amount reasonably necessary to satisfy on and after the Closing, in full, all taxes for all taxable years and other periods ending on or before or including (for the Pre-Closing Portions of any Straddle Periods (as defined in Section 8.2(c)) the Closing Date, including, any and all such taxes attributable to any and all distributions of assets by Univisa made in contemplation of the transactions contemplated by this Agreement or the Reorganization Agreement, including the distribution of the Distributed Assets by Univisa to the Parent Distributees (such amount, as it may be revised pursuant to Section 5.9(b), is referred to herein as the "Known Liabilities Estimate"). During such 30 day period, HCI and its representatives shall have access to the management, employees and counsel for Univisa and its Subsidiaries and to such documents and other information relating to such Statement as it shall reasonably request. Within five days of the expiration of such 30 day period, HCI shall notify Contributor of any dispute with respect to the Statement of Liabilities, and Contributor shall notify HCI of any dispute with respect to the Known Liabilities Estimate, and any such dispute(s) which cannot be resolved after good faith negotiations and in any event within five days from the date Contributor or HCI, as the case may be, is so notified, shall be referred to an arbitrator pursuant to Section 10.11, whose determination on such matters shall be made within 30 days of such referral and shall be final and binding on the parties and whose fees and expenses shall be paid by the party who does not prevail in such action, unless the arbitrator determines another method is more equitable. (b) Contributor shall prepare and deliver to HCI, at least 10 days before the anticipated Closing Date, an amendment to the Statement of Liabilities, setting forth any changes that have ...
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Statement of Liabilities. 46 7.10 Spreadsheet........................................................................................46 7.11 S-8 Registration...................................................................................47 7.12 Grant of Options to Continuing Employees...........................................................47 7.13 Expenses...........................................................................................47 7.14
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Statement of Liabilities. (i) Within fifteen (15) days after the determination of the Appraised Value in the case of an Election Notice or the Buy/Sell Value in the case of a Buy/Sell Notice, TNHC shall deliver to IHP and to the Company’s accountants a statement of liabilities of the Company in sufficient detail as is reasonably satisfactory to IHP (“Statement of Liabilities”), which Statement of Liabilities shall only include debts and liabilities contemplated in the Approved Project Budget. (ii) IHP shall have fifteen (15) days after receipt to review and approve or disapprove the Statement of Liabilities, which disapproval shall be accompanied by the reasons for such disapproval. (iii) In the event TNHC fails to timely deliver a Statement of Liabilities or fails to deliver a revised Statement of Liabilities reasonably satisfactory to IHP within five (5) days of receipt of IHP’s disapproval of the original Statement of Liabilities, IHP may prepare a statement of liabilities (“Substitute Statement of Liabilities”) of the Company and shall deliver such statement to TNHC and to the Company’s accountants. (iv) TNHC acknowledges and agrees that as Managing Member, TNHC is responsible for causing to be maintained full and correct books and financial records of the Company; therefore, in the event that TNHC fails to deliver a Statement of Liabilities pursuant to this Section 7.04(a), TNHC shall be responsible for confirming the accuracy of any Substitute Statement of Liabilities prepared by IHP within ten (10) days of receipt of such Substitute Statement of Liabilities, at which time such Substitute Statement of Liabilities shall be deemed to be true, correct, accurate and complete in all material respects subject to any manifest error . (v) Upon its delivery of the Statement of Liabilities, TNHC shall be deemed to represent and warrant to IHP that to the best of TNHC’s knowledge and belief, such Statement of Liabilities (collectively, “TNHC’s Liabilities Reps and Warranties”), (A) is true, correct, accurate and complete in all material respects, (B) does not omit information or facts, the omission of which would render any of the information set forth in the Statement of Liabilities inaccurate or misleading in any sense, (C) includes all debts and liabilities of the Company, all of which are contemplated in the Approved Project Budget, and (D) represents TNHC’s best efforts to accurately and completely compile, summarize and estimate the information contained therein. (vi) TNHC agrees ...
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Statement of Liabilities. A statement showing the amount of IMPV's liabilities to be paid in accordance with Section 5.12;
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Statement of Liabilities. A statement of liabilities of the Company as at Completion, a copy of which is appended to the Disclosure Letter, is true, accurate and not misleading.
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Related to Statement of Liabilities

  • STATEMENT OF LIABILITY The State will demonstrate reasonable care but shall not be liable in the event of loss, destruction, or theft of contractor-owned items to be delivered or to be used in the installation of deliverables. The contractor is required to retain total liability until the deliverables have been accepted by the “authorized agency official.” At no time will the State be responsible for or accept liability for any contractor- owned items.

  • Payment of Liabilities (a) On each Business Day, the Agent shall apply the then collected balance of the Concentration Account (net of fees charged, and of such impressed balances as may be required by the bank at which the Concentration Account is maintained) on the day following the receipt of such funds: First, towards the SwingLine Loans and Second, towards the unpaid balance of the Loan Account and all other Liabilities. (b) The following rules shall apply to deposits and payments under and pursuant to this Section 8.5: (i) Funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that notice of such deposit is available to the Agent by 2:00PM on that Business Day. (ii) Funds paid to the Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is available to the Agent by 2:00PM on that Business Day. (iii) If notice of a deposit to the Concentration Account (Section 8.5(b)(i)) or payment (Section 8.5(b)(ii)) is not available to the Agent until after 2:00PM on a Business Day, such deposit or payment shall be deemed to have been made at 9:00AM on the then next Business Day. (iv) All deposits to the Concentration Account and other payments to the Agent are subject to clearance and collection. (c) The Agent shall transfer to the Operating Account any surplus in the Concentration Account remaining after any application towards the Liabilities required by Section 8.5(a), above (less those amounts which are to be netted out, as provided therein) provided, however, in the event that (i) an Event of Default has occurred and is continuing; and (ii) one or more L/Cs are then outstanding, then the Agent may establish a funded reserve of up to 105% of the aggregate Stated Amounts of such L/Cs. Such funded reserve shall either be (i) returned to the Borrower provided that the Borrower is not In Default or (ii) applied towards the Liabilities following the occurrence of any Event of Default described in Section 11.11 or acceleration following the occurrence of any other Event of Default.

  • Absence of Liabilities Except as set forth in the Financial Statements, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, that individually or in the aggregate are not material to the financial condition or operating results of the Company, and (ii) obligations not required under generally accepted accounting principles to be reflected in the Financial Statements.

  • Scope of Liability Neither the Servicer or any subservicer appointed by it, nor any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, shall be under any liability to the Master Servicer, the Trustee or, if applicable, the Trust Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, any subservicer or any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties hereunder. The Servicer, any subservicer and any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

  • Extent of Liability Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Funds provided in this Section4.03, each Fund shall be: (i) severally, and not jointly and severally, liable with each of the other Funds; and (ii) liable only for its pro rata share of such liabilities, determined with reference to such Fund's proportionate interest in the aggregate of assets held by the Custodian in the Account with respect to which such liability relates at the time such liability was incurred, as reflected on the books and records of the Funds.

  • Limit of Liability Under no circumstances will the Company or an Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities with respect to awards granted to IMS Health Employees, IMS Health Retirees, Corporation Retirees and IMS Health Disabled Employees pursuant to the IMS Health Replacement Option Plan. The Corporation Group shall retain all other Liabilities with respect to awards granted pursuant to the Corporation Stock Option Plans (including, but not limited to, awards granted to Corporation Post-Distribution Employees).

  • Extent of Liability; Contribution (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount. (b) If any Borrower makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Borrower is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “Allocable Amount” for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 5.11 without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law. (c) Nothing contained in this Section 5.11 shall limit the liability of any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), LC Obligations relating to Letters of Credit issued to support such Borrower’s business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder. Agent and Lenders shall have the right, at any time in their discretion, to condition Loans and Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to restrict the disbursement and use of such Loans and Letters of Credit to such Borrower.

  • Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

  • Release of Liability Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

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