Subsidiary Liabilities Sample Clauses

Subsidiary Liabilities. Except for the LLC, no subsidiary of the Company has any material liabilities or obligations of any nature, whether known or unknown, accrued, contingent, asserted or otherwise.

Subsidiary Liabilities. At any point in time ("Determination Time"), the ----------------------------- obligations of a person, whether known or unknown, contingent or absolute, recorded on such person's books or not, arising or resulting in any way from facts, events, agreements, obligations or occurrences that existed or transpired at a prior point in time, or resulted from the passage of time to the Determination Time, but not including obligations accruing or payable after the Determination Time to the extent (but only to the extent) that such obligations (i) result from previously existing agreements for services, benefits, or other considerations, and (ii) accrue or become payable with respect to services, benefits, or other considerations received by the person after the Determination Time.

Subsidiary Liabilities. All Excluded Liabilities of any Genius Subsidiary shall have been transferred to, and assumed by, Genius, in the manner contemplated by this Agreement or the Transaction Agreements.

Subsidiary Liabilities. The Parties acknowledge and agree that the sale to Purchasers of Sellers' interest in the assets of the Joint Venture has been structured as a sale of BHHS' capital stock in the Subsidiary. At Closing the Sellers and the Subsidiary shall execute and deliver an agreement in form acceptable to the parties pursuant to which Sellers shall assume, agree to pay and discharge and generally be responsible for any and all liabilities and obligations of the Subsidiary (including liabilities of the Subsidiary incurred in its capacity as general partner of the Joint Venture), except for obligations that arise after Closing under the Venture Documents and liabilities that arise after Closing, unless in each such instance such obligations or liabilities arise out of or result from acts or omissions of the Subsidiary or any Seller prior to Closing.

Subsidiary Liabilities. To Sellers' Knowledge, there are no material liabilities of the Subsidiaries except under affiliation agreements, songwriter agreements for which no advance payments will become due for periods after the Cut-off Date, one lease agreement for space at 25 James Street, London England, all of which is subleased to a thixx xxxxx xxx the agreements listed on Schedule 4.8.