Liabilities of the Company at Closing Sample Clauses

Liabilities of the Company at Closing. At the Closing, the Company ------------------------------------- shall have no liabilities or obligations, either accrued, absolute, contingent or otherwise, which, with respect to the financial position of the Company as of the Closing, are in the aggregate material, except any matter fitting into any one or more of the following categories: (a) to the extent such liabilities and obligations are reflected in the financial statements attached as part of Schedule 8.14 and not paid or discharged prior to the Closing, (b) those ------------- liabilities or obligations incurred in or as a result of the normal and ordinary course of the Company's business since the effective date of said financial statements, or (c) those contracts, agreements, liabilities and obligations either disclosed anywhere on the schedules attached hereto or not required to be disclosed on said schedules.
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Liabilities of the Company at Closing. At the Closing, the Company shall have no liabilities or obligations other than the following liabilities or obligations:
Sample 1
Liabilities of the Company at Closing. As of the Closing Date, the Liabilities of the Company shall not exceed the amounts set forth on Schedule 9.1 (the “Closing Date Liabilities”). Schedule 9.1 has been prepared based on the Company’s most recently available balance sheet and such updated financial information as is appropriate. No later than ninety (90) days following the Closing Date, Parent shall prepare an updated Schedule 9.1 setting forth the actual Liabilities of the Company as of the Closing Date. Parent shall deliver the updated Schedule 9.1 to the Selling Equity Holder, together with all documentation supporting any changes. Parent and the Selling Equity Holder shall work together to resolve any disagreements regarding the Closing Date Liabilities. If Parent and the Selling Equity Holder are unable to resolve any such disagreements within thirty (30) days after the Selling Equity Holder receives such updated Schedule 9.1 from Parent, then either Parent or the Selling Equity Holder may, by written notice to the other, demand arbitration of the matter, in which event the matter shall be settled exclusively by means of a binding arbitration in accordance with the arbitration provisions of Section 10.4(c). To the extent the Closing Date Liabilities set forth on the updated Schedule 9.1 exceed those set forth on Schedule 9.1 attached hereto (the “Excess Liability”), Parent shall be entitled to indemnification for the amount of such Excess Liability in accordance with Section 10.2 herein and may reduce the Escrowed Shares (based on the Closing Value, subject to adjustment in the event of stock splits, stock dividends, stock combinations and the like) in accordance with Section 10.5 herein. To the extent the Closing Date Liabilities set forth on the updated Schedule 9.1 are less than those set forth on Schedule 9.1 attached hereto, the Threshold applicable to the Selling Equity Holder in accordance with Section 10.3(b) herein shall be increased by such amount.
Sample 1
Liabilities of the Company at Closing. At the Closing, the Company shall have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than obligations and liabilities (i) set forth in the Financial Statements (as defined in Section 3.19), (ii) incurred in the ordinary course of business after the date of the last balance sheet contained in the Financial Statements or (iii) with respect to the Contracts set forth on Schedule 3.8, Contracts which are not required to be scheduled on Schedule 3.8 pursuant to Section 3.8, and Contracts which have been entered into in accordance with the terms of Section 5.3. In no event shall the Company at Closing have any liability for any amounts owed to Seller or any affiliate of Seller, including any shareholder, director or officer (who is not an employee of the Station) of Seller or such affiliate, which shall be cancelled on or prior to the Closing Date and the Company shall be released with respect to any obligations for long term debt of Seller prior to or simultaneously with the Closing, and the Company shall have no long term debt at the Closing.
Sample 1

Related to Liabilities of the Company at Closing

  • Liabilities of the Company The Company does not have any Obligations of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary Course of Business since the date of the last Financial Statements filed by the Company with the SEC that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Liabilities of the Adviser A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

  • Responsibilities of the Company 11.1 The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

  • Assets of the Company Any indemnification under this Article VIII shall be satisfied solely out of the assets of the Company. No debt shall be incurred by the Company or the Member in order to provide a source of funds for any indemnity, and the Member shall not have any liability (or any liability to make any additional Capital Contribution) on account thereof.

  • Liabilities of the Manager A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • Liabilities of the Master Servicer The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein.

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

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