Excess Liabilities means (i) $0.00, in the event the aggregate amount of cash and cash equivalents that the Company has on hand as of immediately prior to the Closing is equal to or greater than the absolute value of the aggregate amount of any Designated Liabilities as of immediately prior to the Closing, and (ii) in the event the aggregate amount of cash and cash equivalents that the Company has on hand as of immediately prior to the Closing is less than the absolute value of the aggregate amount of any Designated Liabilities as of immediately prior to the Closing, the absolute value of the aggregate amount of such Designated Liabilities as of immediately prior to the Closing minus the aggregate amount of cash and cash equivalents that the Company has on hand as of immediately prior to the Closing.
Excess Liabilities has the meaning set forth in Section 9.7.
Excess Liabilities shall have the meaning ascribed to such term in Section 7.1.1 hereof;
Examples of Excess Liabilities in a sentence
Summaries of the insurance coverages and copies of certificates of insurance for the Hull and Machinery, Protection and Indemnity, Vessel Pollution and Excess Liabilities coverages of the Credit Parties.
On 24 April 2013, MBNS was officially served with the statement of claim and the mediation process was said to have formally commenced.
All the terms under the GZE Excess Liabilities Undertaking, the Working Capital Loan Agreement, the Debt Rescheduling Agreements, the Interim Financing Agreements, the Loan Rescheduling Agreements and the GZE Purchase Order MOU in relation to the debt restructuring have become effective on 24 June 2016.
As part of the program, TICD will pay the OCIP premiums to the General Liability and Excess Liabilities carriers.
All the terms under the “GZE Excess Liabilities Undertaking”, the “Working Capital Loan Agreement”, the “Debt Rescheduling Agreements”, the “Interim Financing Agreements”, the “Loan Rescheduling Agreements” and the “GZE Purchase Order MOU” in relation to the debt restructuring have become effective on 24 June 2016.
More Definitions of Excess Liabilities
Excess Liabilities means any Liability or cost (including any attorney’s fees) incurred by the Purchaser that results from any claim by a third-party Person brought against the Purchaser arising from or under a Transferred Contract that was not provided to the Purchaser through the electronic data room platform hosted by Box, Inc. by July 25, 2019 at 5:00 p.m. Eastern Time that is based on a Liability entered into between July 3, 2017 and the Closing Date, whether or not performance has become due or was assumed by the Purchaser, to the extent that such Liability or cost results from terms and conditions that are not substantially similar to the applicable Seller standard user terms and conditions unless such differing terms and conditions shall have been approved by the Purchaser, as documented in a written order or statement of work between the Purchaser and Seller or pursuant to Section 5.8; provided, however, that no such Liability or cost that results from the gross negligence or willful misconduct of the Purchaser in the performance of its obligations under a Transferred Contract shall be considered Excess Liabilities.
Excess Liabilities means (a) the excess (if any) of (i) the aggregate amount of Specified Liabilities over (ii) $4,000,000, plus (b) the excess (if any) of (i) the sum of (A) the Qualified CMC Expenses reimbursed to Seller as of Closing and (B) any Qualified CMC Expenses assumed and paid by Purchaser after the Closing, over (ii) $1,000,000.
Excess Liabilities means the amount by which the Company's Total Liabilities other than Third Party Expenses, Covered Employee Expenses, Excess Employee Expenses, liabilities associated with the Permitted Loans and a potential $750,000 liability to ICOS if it becomes an accrued liability, exceed $6,820,000.
Excess Liabilities means the amount by which the liabilities identified in the Post-Closing Audit exceeds the liabilities identified in the attached Schedule 1.4, which schedule shall be updated by Network60, LLC as of the Closing and delivered to DTOMI at Closing. The Network60 Share Owners shall be severally liable for any Excess Liabilities to the extent they receive Cash and Shares after release of all of the Cash at Closing and Holdback Shares to DTOMI. In no event shall Xxxxxxx Xxxx and Xxxxxxx Xxxxx have any personal liability other than for their intentional or willful acts which cause a loss. Any of the Cash at Closing and Holdback Shares remaining after the Disposal Date shall be retained by DTOMI for an additional 60 days. To the extent that DTOMI identifies a breach of the representations and warranties set forth in Section 4 during the period beginning on the Closing Date and ending 180 days thereafter (the "Holdback Period"), DTOMI shall provide written notice to Xxxxxxx Xxxx and Xxxxxxx Xxxxx, which notice shall include a description of the breach and the dollar amount of damages sustained by DTOMI as a result of such breach (a "Breach Notice") and which notice shall be given to Xxxxxxx Xxxx and Xxxxxxx Xxxxx within 180 days of Closing. If Network60 does not dispute a Breach Notice in a writing delivered to DTOMI within 30 days after their receipt of a Breach Notice, Cash at Closing and Holdback Shares with an aggregate fair market value, as of the date of the Breach Notice, equal to the amount of damages claimed in the Breach Notice shall be released to DTOMI. Any Cash at Closing and Holdback Shares remaining upon expiration of the Holdback Period shall be released to Network60 Share Owners in proportion to their interests in the DTOMI Shares, except for Cash at Closing and that number of Holdback Shares sufficient to satisfy claims made in any Breach Notice delivered to Network60 Share Owners prior to the expiration of the Holdback Period. Any claim for breach of the Representations and Warranties as set forth in Section 4 hereof shall lapse unless written notice is timely provided as stated herein above; however, said notice time limitation does not affect any claim by DTOMI against Xxxxxxx Xxxx and Xxxxxxx Xxxxx for any intentional or willful act.
Excess Liabilities means any and all liabilities for borrowed money and capital lease obligations of Foglight in excess of $3.5 million existing as of the Closing Date, including, without limitation, an amount equal to all outstanding principal and accrued and unpaid interest under the Promissory Notes as of the date immediately prior to the Closing Date, and the liabilities referred to in the line items on the September 30, 1999 Balance Sheet as "Leaseline-Short Term," "Notes Payable-Short Term," "Notes Payable-Long Term," and "Leaseline-Long Term."
Excess Liabilities means Liabilities as set forth on the Closing Balance Sheet in excess of One Million Dollars (US$1,000,000); provided, however, that Liabilities for purposes of calculating Excess Liabilities shall not include liabilities on account of Excluded Liabilities. For the avoidance of doubt, Excess Liabilities shall also not include liabilities on account of NORD Corporate Debt, Deferred Payments, Coyote Springs Costs, Transaction Expenses, Excluded Liabilities and IPO Transaction Expenses.
Excess Liabilities shall have the meaning assigned to such term in Section 4.8(b)(ii).