Special Liabilities definition

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.

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Special Liabilities means the liability of Seller to Buyer Indemnitees with respect to claims for indemnification based on:

Special Liabilities means those matters set forth on Schedule 10.2(e).

Examples of Special Liabilities in a sentence

The aggregate liability of Seller to Buyer Indemnitees with respect to claims for indemnification based on the Special Liabilities shall not exceed $162,000,000 (the “Special Cap”); provided that the Special Cap shall not apply with respect to claims for indemnification: (A) based on breaches of or inaccuracies in any Fundamental Warranties; or (B) for claims of knowing and intentional breach or fraud.
Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated on Exhibit A.
Special Liabilities shall mean the amount due for the following: Note Payable - Taqua; Due to MSPC; Note Payable to BIPCO; Note Payable - Amerifirst; Note Payable to Paul Ryan; Note Payable to ▇▇▇▇ ▇▇▇oner; Note Payable ▇▇ ▇▇▇▇▇ ▇▇nder; Note Payable ▇▇ ▇▇▇▇▇▇ ▇cKinney, amounts o▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇es (including any penalties or interest), any debt or amounts due to AmSouth Bank and any other debt for borrowed money or purchase or lease of assets.
The Special Liabilities will be paid by the Buyer out of the Total Cash Consideration at or after the Closing, as indicated on Exhibit 1.3. The aggregate amount of the Special Liabilities, as set forth on Exhibit 1.3, is sometimes referred to herein as the “Special Liabilities Amount”.
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 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. --------------

Special Liabilities means those matters set forth on Schedule 7.2(d).

Special Liabilities means, to the extent any such Liabilities are not otherwise paid in full prior to the Closing, any Liability for: (a) severance, change in control bonus or other payment, paid time off, vacation pay, or other compensation provided or payable to Seller Employees or Seller Consultants, including, in each case, any employee withholding Taxes and any employer payroll Taxes thereon, and any amounts payable to any Seller Employee or any Seller Consultant pursuant to any bonus arrangement as a result of any such Person’s service to the Selling Parties through the Closing, and (b) any transaction fees and expenses of the Company related to the transactions contemplated hereby and incurred (whether or not invoiced) by the Selling Parties prior to Closing, including, without limitation, financial advisory fees, legal fees and expenses, broker and finder fees and expenses of accountants.

Special Liabilities. General Assets" and "General Liabilities" have the meanings assigned to them in said Article 7(b), (c) and (d). Such assets belonging to the Acquired Fund to become assets belonging to the Acquiring Fund shall consist of all of the Acquired Fund's property, including, but not limited to, all cash, securities, commodities and futures interests and dividends or interest receivable which are assets belonging to the Acquired Fund as of the Effective Time. All of said assets shall be set forth in detail in an unaudited statement of assets and liabilities of the Acquired Fund as of the Effective Time (the "Effective Time Statement"). The Effective Time Statement shall, with respect to the listing of the Acquired Fund's portfolio securities, detail the adjusted tax basis of such securities by lot, the respective holding periods of such securities and the current and accumulated earnings and profits of the Acquired Fund. The Effective Time Statement shall be prepared in accordance with generally accepted accounting principles (except for footnotes) consistently applied.

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 ▇▇▇▇ 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 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.

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