Excess Liabilities definition

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.

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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.

• The parties agree that the Liabilities shall be discharged subject to and conditioned upon (i) the execution, delivery, and performance by Licensee of the Second Conversion Agreement, (ii) the issuance of Conversion Shares under the Second Conversion Agreement to CSIPC, and (iii) Licensee’s payment to CSMC of the Excess Liabilities.

• The parties agree that the Liabilities shall be discharged subject to and conditioned upon (i) the execution, delivery, and performance by Licensee of the Conversion Agreement, (ii) the closing of Licensee’s initial public offering (“IPO”) resulting in at least $5,700,000 of proceeds, net of any underwriting discounts and commissions, to Licensee, and (iii) Licensee’s payment to CSMC of the Excess Liabilities.

• In order to exercise its right of Set-Off, Purchaser must deliver a notice to Seller which contains (a) a description and calculation of the amount of Excess Liabilities to be set off against the Milestone Payments, (b) supporting documentation in respect of such Excess Liabilities.

• The Buyer's Accountants shall then review such Closing Balance Sheets and the Auditors' work (including their working papers thereon), after which the Auditors and the Buyer's Accountants shall jointly certify the amount of the Excess Liabilities (if any) to each of the Seller and the Buyer.

More Definitions of Excess Liabilities

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 (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 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 the amount by which the liabilities identified in the Post-Closing Audit exceeds the liabilities identified in the attached SCHEDULE 1.5, which schedule shall be updated by CCS as of the Closing and delivered to Sunhawk at Closing. The Warranting Shareholders shall be jointly and severally liable for any Excess Liabilities remaining after release of all of the Holdback Shares to Sunhawk. Any of the Holdback Shares remaining after the Disposal Date shall be retained by Sunhawk for an additional 60 days. To the extent that Sunhawk 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"), Sunhawk shall provide written notice of such breach to the CCS Shareholders, which notice shall include a description of the breach and the dollar amount of damages sustained by Sunhawk as a result of such breach (a "Breach Notice"). If the CCS Shareholders do not dispute a Breach Notice in a writing delivered to Sunhawk within 30 days after their receipt of a Breach Notice, 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 Sunhawk. If any CCS Shareholder disputes a Breach Notice, the dispute shall be submitted to arbitration in accordance with Section 9.14 of this Agreement. Any Holdback Shares remaining upon expiration of the Holdback Period shall be released to the CCS Shareholders in proportion to their interests in the Sunhawk Shares, except for that number of Holdback Shares sufficient to satisfy claims made in any Breach Notice delivered to the CCS Shareholders prior to the expiration of the Holdback Period.

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 shall have the meaning set forth in Subsection 3.1.2 hereof.

Excess Liabilities as define in Section 1.5(c) hereof.