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.
Statement of Liabilities. 17 5.10 Trustee................................................... 18 ARTICLE VI CONDITIONS........................................ 19
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.
Statement of Liabilities. Parent shall have received from the Company, at least three (3) business days prior to the Closing Date, a Statement of Liabilities reflecting all current liabilities of the Company not reflected on the Company Financial Statements, in a form reasonably satisfactory to Parent, which Statement of Liabilities shall be certified as complete and correct as of the Effective Time by the Chief Executive Officer of the Company.
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.
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
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.
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.
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."
Statement of Liabilities. A statement showing the amount of IMPV's liabilities to be paid in accordance with Section 5.12;
