Other Contingent Liabilities Sample Clauses

Other Contingent Liabilities. 33 3.17 Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 3.18
Sample 1
AutoNDA by SimpleDocs
Other Contingent Liabilities. Potential deferrals of revenue of Voyager Expanded Learning, L.P., if any, related to (1) services provided or to be provided over the course of the 2005-2006 school year, pursuant to the terms of each underlying contract, in conjunction with the sale of programs, and (2) the obligation to provide on-line access to curricula and database and management reports, pursuant to the terms of each underlying contract, during the period the customers are implementing programs. SCHEDULE 9.8 EQUITY OWNERSHIP; LOAN PARTY CAPITALIZATION LOAN PARTY AUTHORIZED, ISSUED AND OUTSTANDING STOCK ProQuest Company 50,000,000 shares authorized, 29,866,000 of which were outstanding as of April 20, 2006 ProQuest Business Solutions Inc. 1,000 shares owned by ProQuest Company (100% ownership) ProQuest Information Access, Ltd. 900 shares owned by ProQuest Company (100% ownership) ProQuest Japan Company 200 shares owned by ProQuest Business Solutions Inc. (100% ownership) ProQuest UK Holdings, Ltd. 660 shares owned by ProQuest Company (100% ownership) ProQuest Information and Learning Company 2,000 shares owned by ProQuest Company (100% ownership) ProQuest Learning I, LLC Voyager Holding Corporation is sole member ProQuest Learning II, LLC Voyager Holding Corporation is sole member Voyager Holding Corporation 100 shares owned by ProQuest Information and Learning Company Voyager Expanded Learning, L.P. ProQuest Learning I, LLC holds a 1% interest as general partner and ProQuest Learning II, LLC holds a 99% interest as limited partner ProQuest Information and Learning, Ltd. 125,909,694 shares owned by ProQuest UK Holdings, Ltd. (100% ownership) Softline Information, Inc. (dormant) 100 shares owned by ProQuest Information and Learning, Inc. (100% ownership) Xxxxxxxx-Xxxxx, España SA 100 shares owned by ProQuest Information and Learning, Ltd. (100% ownership) ProQuest Alison, Inc. 1,000 shares owned by ProQuest Company (100% ownership) ProQuest Content Operations, Inc. 1,000 shares owned by ProQuest Company (100% ownership) ProQuest Outdoor Solutions Inc. 1,000 shares owned by ProQuest Company (100% ownership) ProQuest IPI, Ltd. (dormant) ProQuest UK Holdings, Ltd. is the sole shareholder Xxxxxx Xxxx Publishing Inc. (dormant) 10 shares owned by ProQuest Information and Learning Company (100% ownership) SIRS Publishing, Inc. (dormant) ProQuest Information and Learning Company is the sole shareholder Xxxxxx Publishing Group, Inc. (dormant) 400,000 shares owned by ProQuest Information and Le...
Sample 1
Other Contingent Liabilities. None of the Companies has any liabilities (whether absolute or contingent, known or unknown or otherwise), except those liabilities (i) reflected in the Financial Statements, (ii) disclosed in this Agreement including the Schedules and Exhibits hereto or (iii) debts, liabilities or obligations incurred since the Balance Sheet Date in the ordinary and usual course of business consistent with past practice; provided, however, that if the specific factual matter relating to a Liability giving rise to a claim under this Section 3.16 is also the subject of one or more of the express representations or warranties contained in this
Sample 1
Other Contingent Liabilities. A. Key Principles The parties recognize that there will be liabilities that arise in the future out of facts that existed at the Effective Time, which liabilities would be required to be paid by the Surviving Entity. Some of such liabilities and/or the facts related thereto may not be disclosed pursuant to the Transaction Agreement, or if disclosed, nevertheless may not be adequately reserved for in the party's financial statements. B. Reclassification. Accordingly, in addition to the Terra Tax case
Sample 1
Other Contingent Liabilities 
Sample 1

Related to Other Contingent Liabilities

  • No Contingent Liabilities There are no known contingent liabilities of the Funds not disclosed and there are no legal, administrative or other proceedings pending, or to the knowledge of the Acquired Fund threatened, against the Acquired Fund or to the knowledge of the Acquiring Fund threatened against the Acquiring Fund which would materially affect its financial condition.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Debt; Contingent Obligations No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for Permitted Debt. No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent Obligations.

  • Default Liabilities 6.1 The Parties agree and acknowledge that, if any Party (hereinafter the “Defaulting Party”) commits material breach of any provision hereof, or materially fails to perform or delays in performing any obligation hereunder, such breach or failure or delay shall constitute a default under this Agreement (hereinafter a “Default”), then any non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within 10 working days following the written notice issued by the non-defaulting Party and the rectification requirement, the non-defaulting Party shall be entitled to decide to, at its discretion:

  • Indebtedness and Contingent Obligations As of the Closing, the Borrowers shall have no outstanding Indebtedness or Contingent Obligations other than the Obligations or any other Permitted Indebtedness.

  • Permitted Contingent Obligations Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.

  • Current Liabilities Current Liabilities means the aggregate amount of all current liabilities as determined in accordance with GAAP, but in any event shall include all liabilities except those having a maturity date which is more than one year from the date as of which such computation is being made.

  • Limitation on Contingent Obligations Create, incur, assume or suffer to exist any Contingent Obligation except:

Time is Money Join Law Insider Premium to draft better contracts faster.