Telewest Liabilities Sample Clauses

Telewest Liabilities. All liabilities of the Company at the Effective Date arising directly, or indirectly, in relation to, or arising out of or in connection with: (a) the Notes; (b) the Indentures; (c) the Accreting Convertible Notes due 2003 originally issued to Deutsche Telekom (the “Accreting Notes”); (d) the Company’s guarantee of the 6% Senior Convertible Notes due 2005 issued by Telewest Jersey (the “Jersey Notes”) (the “Jersey Guarantee Liability”); and (e) inter-company debt balances owed by the Company to Telewest Jersey in relation to the on-loan of the proceeds of issue of the Jersey Notes (the “Intercompany Debt”), including any liability of the Company in respect of loss or damage suffered or incurred as a result of, or in connection with, such liability (the “Telewest Liabilities”), will be cancelled and exchanged for an entitlement to receive new shares (“New Shares”) in the capital of New Telewest or, in certain circumstances, the proceeds of sale of such New Shares. No other liabilities of the Company will be compromised as part of the Plc Scheme.
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Telewest Liabilities. All liabilities of the Company at the Effective Date arising directly, or indirectly, in relation to, or arising out of or in connection with: (a) the Notes; (b) the Indentures; (c) the Accreting Convertible Notes due 2003 originally issued to Deutsche Telekom (the "Accreting Notes"); (d) the Company's guarantee of the 6% Senior Convertible Notes due 2005 issued by Telewest Jersey (the "Jersey Notes") (the "Jersey Guarantee Liability"); and (e) inter-company debt balances owed by the Company to Telewest Jersey in relation to the on-loan of the proceeds of issue of the Jersey Notes (the "Intercompany Debt"), including any liability of the Company in respect of loss or damage suffered or incurred as a result of, or in connection with, such liability (the "Telewest Liabilities"), will be cancelled and exchanged for an entitlement to receive new shares ("New Shares") in the capital of New Telewest or, in certain circumstances, the proceeds of sale of such New Shares. No other liabilities of the Company will be compromised as part of the Plc Scheme. Jersey Liabilities: All liabilities of Telewest Jersey arising directly, or indirectly, in relation to, or arising out of or in connection with: (a) the Jersey Notes; (b) the Jersey Guarantee Liability; and (c) the Intercompany Debt, including any liability of Telewest Jersey in respect of loss or damage suffered or incurred as a result of, or in connection with, such liability (the "Jersey Liabilities") will be cancelled and exchanged for an entitlement to receive the New Shares to which Telewest Jersey will become entitled to receive under the Plc Scheme. No other liabilities of Telewest Jersey will be compromised as part of the Jersey Scheme. Principal amounts: The principal amounts (the "Principal Amounts") as at the record date for the Plc Scheme and the Jersey Scheme (the "Record Date") will be: (a) in respect of the Notes and the Accreting Notes, the aggregate of the face value or accreted amount; and (b) in respect of each of the Jersey Guarantee Liability and the Intercompany Debt, the aggregate face value of the Jersey Notes.
Sample 1
Telewest Liabilities. All liabilities of the Company at the Effective Date in respect of: (a) the Notes other than the 6% Senior Convertible Notes due 2005 issued by Telewest Jersey (the “Jersey Notes”); (b) the Accreting Convertible Notes due 2003 issued to Deutsche Telekom (the “Accreting Notes”); (c) the Company’s guarantee of the Jersey Notes (the “Jersey Guarantee Liability”); and (d) inter-company debt balances owed by the Company to Telewest Jersey in relation to the on-loan of the proceeds of issue of the Jersey Notes (the “Intercompany Debt”), together with all interest, accruals, derivative or other claims arising in respect of such liabilities against the Company (the “Telewest Liabilities”), will be cancelled and exchanged for new ordinary shares in the capital of the Company (“New Shares”). No other liabilities of the Company will be compromised as part of the Plc Scheme.
Sample 1

Related to Telewest Liabilities

  • Default Liabilities 11.1 The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”). The non-defaulting party (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party A, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

  • State Interest Liabilities 8.6.1 The State shall be liable for interest on Federal funds from the date Federal funds are credited to a State account until the date those funds are paid out for program purposes. 8.6.2 The State shall use the following method to calculate State interest liabilities on Federal funds:

  • 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.

  • Overdraft Liability The following actions may be taken by us if we receive a draft or other item drawn against your account and there are insufficient funds based on the available balance in your account to cover the draft or item: • Cover the draft or item in accordance with the terms of any written overdraft plan that you have established with us. • Pay the draft or item and create an overdraft to your account. Any negative balance on your account is immediately due and payable, unless we agree otherwise in writing. We may place a hold on balances in any other account you have with us until the overdraft is paid or we may set-off the amount of the overdraft against any of your other accounts in accordance with the terms of this agreement, unless prohibited by applicable law. • Return the draft or item unpaid. We may, at our option and without notice to you, refuse to pay any draft or item if it would create an overdraft, even though we may have previously established a pattern of honoring such drafts or items. We have no obligation to notify you before we decide to either pay a draft or item that creates an overdraft or to dishonor a draft or item that is drawn against insufficient available funds. Drafts or other transfers or payment orders that are drawn against insufficient funds may be subject to a service charge set forth in the Fee Schedule. National Automated Clearing House Association (NACHA) Rules allow Originating Depository Financial Institutions to reinitiate/resubmit an ACH debit returned due to NSF or uncollected funds up to two times. If the same draft or other transfer or payment order is submitted a second time, and there are insufficient funds in the account, it may be returned unpaid a second time with a fee assessed on the same item a second time. If we pay a draft or item against insufficient available funds or an overdraft is otherwise created on the account, you agree to pay any overdraft immediately. You agree to reimburse us for the cost and expenses we incur in recovering the overdraft from you, including our reasonable attorney’s fees and court costs.

  • 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.

  • Joint Liability 26.1. Notwithstanding anything contained herein or in any agreement between the Issuer and the RTA, the Issuer and the RTA shall be jointly and severally responsible and liable to CDSL, its participants and beneficial owners for compliance with all obligations under this Agreement as also under the Bye Laws and Operating Instructions.

  • Certain Liabilities To the Borrower's actual knowledge, none of the present or previously owned or operated Property of the Borrower or any Guarantor or of any of their former Subsidiaries, 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 the Borrower or any of the Guarantors, 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 would cause a Material Adverse Change.

  • Current Liabilities Current Liabilities means the aggregate amount of all current liabilities as determined in accordance with GAAP, but in any event shall include all liabilities except those having a maturity date which is more than one year from the date as of which such computation is being made.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • 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.

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