Continuing Liabilities shall include liabilities arising under operating agreements, equipment leases, loan agreements, or proration credits at Closing, but shall exclude any liabilities arising from any other arrangement, agreement or pending litigation.
Continuing Liabilities as defined in Section 2.11.
Continuing Liabilities means, in respect of each of the Landlord, the Owners and the Tenant: (i) all obligations and liabilities resulting or arising from a breach by such Person of its obligations pursuant to this Agreement or the Interim Period Obligations; (ii) all representations and warranties made by such Person in the Master Agreement and all other obligations and liabilities of such Person under any provisions of the Master Agreement which are expressly stated in the Master Agreement to survive the Closing (as such term is defined in the Master Agreement); and (iii) all obligations by such Person to make the Realty Tax Adjustments, if any; [Note: Insert the following only for [Redacted]: "and also includes, in respect of the Landlord, the [Redacted] Consent Payment Obligations"]
Examples of Continuing Liabilities in a sentence
Except for the Continuing Liabilities, the Partnership has no liability, debt or obligation.
Except as set forth in the Interim Financial Statements, Company has, and as of the Closing will have, no contingent liabilities or obligations that are included in the Continuing Liabilities.
The Assets shall be free and clear of all liabilities and encumbrances whatsoever other than the Continuing Liabilities.
The same logic would apply to patent protection for prescription drugs, except the price increases are equivalent to tariffs of 1000 percent or even 10,000 percent of the free market price.5 Unfortunately economists spend far more time worrying about the costs associated with 20 percent tariffs on things like steel than they do on patent monopolies for prescription drugs.
At Closing, the Assets will be free and clear of all mortgages, security interests, liens, leases, covenants, assessments, easements, options, rights of first refusal, restrictions, reservations, defects in title, encroachments or other encumbrances, except as set forth in the Continuing Liabilities, and Company shall deliver to Parent such releases, U.C.C. termination statements and other documents as Parent may reasonably request to evidence the same.
More Definitions of Continuing Liabilities
Continuing Liabilities means, in respect of each of the Landlord, the Owners and the Tenant: (i) all obligations and liabilities resulting or arising from a breach by such Person of its obligations pursuant to this Agreement or the Interim Period Obligations; (ii) all representations and warranties made by such Person in the Master Agreement and all other obligations and liabilities of such Person under any provisions of the Master Agreement which are expressly stated in the Master Agreement to survive the Closing (as such term is defined in the Master Agreement); (iii) all obligations and liabilities of such Person the Amended and Restated Lease; and (iv) all obligations by such Person to make the Realty Tax Adjustments, if any;
Continuing Liabilities means in respect of each of the Landlord, the Owners and the Tenant: (i) all obligations and liabilities resulting or arising from a breach by such Person of its obligations pursuant to this Agreement or the Interim Period Obligations; (ii) all representations and warranties made by such Person in the Master Agreement and/or the Richmond Master Agreement (as applicable) and all other obligations and liabilities of such Person under any provisions of the Master Agreement and/or the Richmond Master Agreement (as applicable) which are expressly stated in the Master Agreement and/or the Richmond Master Agreement (as applicable) to survive the Closing (as such term is defined in the Master Agreement); and (iii) all obligations by such Person to make the Realty Tax Adjustments, if any;
Continuing Liabilities shall have the meanings respectively assigned to them in Section 2.03 hereof.
Continuing Liabilities. 5 "Continuing Ordinary Course Applicable Contracts" 5 "Contract" 5 "Controlling Sellers" 6 "Copyrights" 6 "CRM" 6 "CRM-Shares" 6 "Deferred Cash Amount" 6 "Disputed Matters" 6 "Effective Time" 6 "Employment Agreements" 6 "Employment Agreement Reaffirmation Certificates" 6 "Encumbrance" 6 "Environment" 6 "Environmental, Health, and Safety Liabilities" 6 "Environmental Law" 7 "ERISA" 8 "ERISA Affiliate" 8 "Exchange Act 8 "Excluded Assets" 8 "Excluded Liabilities" 8 "First Ohio Escrow" 8 "First Ohio Escrow-Shares" 8 "First Ohio Mortgage" 8 "First Ohio Mortgage-Shares" 8 "GAAP" 8 "Governmental Authorization" 8 "Governmental Body" 8 "Gross Commissions Receivable" 9 "Hazardous Activity" 9 "Hazardous Materials" 9 "HSR Act" 9 "IFG" 9 "IFG Common Stock" 9 "IFG Indemnified Persons" 9 "IFG Loss" 9 "IFG Purchase Shares" 9 "Independent Contractor Agreements" 9 "Indemnified Person" 9 "Insignia" 9 "Insignia's Advisors" 9 "Insignia's Closing Certificate" 10 "Insignia's Closing Documents" 10 "Intellectual Property Assets" 10 "Interim Balance Sheet" 10 "IRC" 10 "IFG Acquisition Subsidiary" 10 "IRS" 10 "Knowledge" 10 "Legal Requirement" 10 "Litigation Reserve" 10 "Marks" 10 "Material Adverse Effect" 10 "Modification Notice" 10 "Occupational Safety and Health Law" 11 "Order" 11 "Ordinary Course of Business" 11 "Organizational Documents" 11 "Patents" 11 "Permitted Encumbrances 11 "Person" 11 "Plan or Plans" 11 "Post-Closing Re/Max Costs" 11 "Post-Effective Time Realty One Employees" 11 "Pre-Closing Date Price of IFG Common Stock" 11 "Proceeding" 12 "Projected Closing Combined Balance Sheet" 12 "Proprietary Rights Agreement" 12 "Purchase Price" 12 "R-ONE" 12 "R-ONE Buyer Agency Agreement" or "R-ONE Buyer Agency Agreements" 12 "R-ONE Property Management Employees" 12 "R-ONE Listing Agreement or R-ONE Listing Agreements" 12 "R-ONE-Shares" 12 "Realty One Companies" 12 "Realty One Companies Executive Officers" 12 "Realty One Company" 12 "Realty One Services Agreement" 12 "Related Person" 12 "Re/Max Litigation" 13 "Release" 14 "Representative" 14 "Residential Real Estate Services" 14 "Residential Sales Contracts" 14 "Securities Act" 14 "Sellers" 14 "Seller Loss" 14 "Sellers' Representative" 14 "Sellers' Closing Certificate" 14 "Sellers' Closing Documents" 14 "Shareholders' Agreement" 14 "Shares" 14 "Software Certificates" 14 "Subsidiary" 14 "Tax" or "Taxes" 14 "Tax Adjustment Xxxxxx" 00 "Tax Proceeding 15 "Tax Return" 15 "Threat of Release" 15 "Threatened" 15 "Trade Secrets" 15 "Unau...
Continuing Liabilities as defined in Section 2.7(b). "Continuing Ordinary Course Applicable Contracts" -- any Applicable Contract not listed in Exhibit 2.7 (b) in effect at the Effective Time that satisfies all of the following criteria:
Continuing Liabilities shall include liabilities arising under Operating Agreements, Leases, equipment leases or related to the operation of the Hotel on and subsequent to the Closing Date, or proration credits at Closing.
Continuing Liabilities means Liabilities arising out of or in connection with any claim, litigation or proceeding that arises out of or is in connection with actions or omissions by Xxxxxx or Sequa Brazil that are a continuation of an action or omission of Sequa Can or the Sequa Can Subsidiaries occurring prior to the Closing, but only to the extent such continuation occurs or continues after the Closing; provided, however, the foregoing shall not modify or limit Xxxxxx'x right to indemnification pursuant to Section 8 below in the event of any breach by Sequa Can of any of the representations and warranties set forth in Section 3 below.