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 6.1 The Parties agree and acknowledge that, if any Party (hereinafter the “Defaulting Party”) commits material breach of any provision hereof, or materially fails to perform or delays in performing any obligation hereunder, such breach or failure or delay shall constitute a default under this Agreement (hereinafter a “Default”), then any non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within 10 working days following the written notice issued by the non-defaulting Party and the rectification requirement, the non-defaulting Party shall be entitled to decide to, at its discretion:

  • 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.

  • Company Debt Liability A Member will not be personally liable for any debts or losses of the Company beyond his or her respective Capital Contributions except as provided in Section 7.6 or as otherwise required by law.

  • 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 Each representation, warranty, covenant and agreement made by Parent or Merger Sub in this Agreement shall be deemed a representation, warranty, covenant and agreement made by Parent and Merger Sub jointly and all liability and obligations relating thereto shall be deemed a joint liability and obligation of Parent and Merger Sub.

  • Off-Balance Sheet Liabilities The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

  • Certain Liabilities Except as disclosed on Schedule 4.10, to such Credit Parties’ knowledge, none of the present or previously owned or operated Property of any such Credit Party or of any Subsidiary thereof, 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 any Credit Party, 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 could cause a Material Adverse Change.

  • Product Liabilities There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.

  • 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.

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