Special Liabilities. General Assets" and "General Liabilities" have the meanings assigned to them in Articles 7(b), 7(c) and 7(d) of the Corporation's amended and restated articles of incorporation.
Special Liabilities means the liability of Seller to Buyer Indemnitees with respect to claims for indemnification based on:
Special Liabilities mean the following: (i) the sick pay days transferred to Buyer as set forth in item 5 on Schedule 3.11 and (ii) the cost ------------- of the yellow page advertisements of the Business for the telephone numbers described in Section 2.2(i) herein after the Effective Date. --------------
Examples of Special Liabilities in a sentence
Special Liability Expenses are defined as any and all expenses incurred by SMLP with respect to the Special Liabilities, as defined in the Contribution Agreement, including fines, legal fees, consulting fees and remediation costs.
In the absence of investment instructions from the Agent, the Special Liabilities Escrow Fund shall be invested in United States treasury bills maturing not more than 90 days after purchase.
If any Covered Special Liabilities arise after the Closing Statement Date, such amounts shall be addressed solely by indemnification as provided in Section 8.2(a)(ii).
Escrow Agent shall retain the Special Liabilities Escrow Fund subject to the terms and conditions of this Agreement, and is empowered and directed, upon receipt of written instructions signed by Xxxx X.
No funds will be disbursed from the Special Liabilities Escrow account to Shareholders except as provided in paragraph 19(c).
More Definitions of Special Liabilities
Special Liabilities means those matters set forth on Schedule 10.2(e).
Special Liabilities means any Liabilities of the Company or any of its Subsidiaries (including any Environmental Liability) arising out of or relating to (i) the Rocky Flats Plant, Golden, Colorado, (ii) the Hanford Nuclear Reservation, Hanford, Washington, (iii) the INEL complex in Idaho, (iv) the Company's or any of its Subsidiaries decontamination and decommissioning work at various atomic or nuclear facilities throughout the United
Special Liabilities means MDC's liabilities to providers of programming, for personal property taxes or under channel leases that are attributable to programming provided, personal property owned, or lease payments due in any calendar year ending on or prior to December 31, 1998.
Special Liabilities means liabilities arising out of any breach of representation in Article 6 hereof where such liability, at the time discovered, is required by GAAP to be included on the 12 Month 1996 Financial Statements.
Special Liabilities means (i) any negative settlement or adjustment, disallowance, overpayment, set off against future payments or reimbursement, or recoupment suffered by Purchaser during the Claims Period after the Closing Date arising from resulting from (x) any cost report filed with Medicare, Medicaid, TRICARE and other federal health care programs (collectively “Governmental Healthcare Programs”) for any period ending on or before the Closing Date, including any such cost report filed after the Closing Date for such prior periods by Seller or by Purchaser with written approval of Seller and (y) any demand for return of all or part of payments made in any period on or before the Closing Date by any Government Healthcare Program, whether by the Government Healthcare Program or a contractor (including any Medicare administrative contractor, Medicare program safeguard contractor, Medicare recovery audit contractor, or Medicaid recovery audit contractor) acting on behalf of a Government Healthcare Program plus (ii) any liabilities incurred by Purchaser during the Claims Period after the Closing Date arising out of facts which would constitute a breach of the representations set forth in Sections 4.14 or 4.15(a), such liabilities to be computed as if such representations were read as though they were not qualified by materiality or “Material Adverse Effect” minus and net of (iii) any positive settlement or adjustments, allowances, make-up of underpayments or gains under any Government Healthcare Program experienced by Purchaser, or to which Purchaser is entitled, during the Claims Period after the Closing Date related to any period on or prior to the Closing Date.
Special Liabilities means any Liabilities of the Company or any of its Subsidiaries (including any Environmental Liability) arising out of or relating to (i) the Rocky Flats Plant, Golden, Colorado, (ii) the Hanford Nuclear Reservation, Hanford, Washington, (iii) the INEL complex in Idaho, (iv) the Company's or any of its Subsidiaries decontamination and decommissioning work at various atomic or nuclear facilities throughout the United States (excluding, for purposes of the definition of Special Liabilities only, Santa Susana and Canoga Park, California) and (v) the Company's xxxx relating to Interatom (Internationale Atomreaktorbau GmbH), and any Liabilities of the Company or any of its Subsidiaries (including any Environmental Liabilities), arising out of or relating to any products manufactured or any services provided by the Company or any of its Subsidiaries which involved the use, storage, treatment, generation, transportation, processing, handling, release or disposal of radioactive, fissionable or fusionable materials or any waste products or by-products of any process involving radioactive, fissionable or fusionable materials (other than activities of the Company and its Subsidiaries at Santa Susana and Canoga Park, California).
Special Liabilities means all amounts payable or other obligations with respect to any Assumed Contracts and all amounts payable or other obligations with respect to goods delivered or services rendered in respect of the Assets or the business to which the Assets relate, but only to the extent such amounts or obligations relate to periods prior to the Effective Time and to the extent not caused by or the result of any Environmental Defect or Title Defect.