any IPO Liabilities Sample Clauses

any IPO Liabilities. In the event that any member of the Palm Group makes a payment to the 3Com Indemnitees hereunder, and any of the 3Com Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, 3Com will promptly repay (or will procure a 3Com Indemnitee to promptly repay) such member of the Palm Group the amount by which the payment made by such member of the Palm Group exceeds the actual cost of the associated indemnified Liability. This SECTION 1.2 shall not apply to any Liability indemnified under SECTION 1.4.
Sample 1
AutoNDA by SimpleDocs
any IPO Liabilities. In the event that any member of the NPT Group makes a payment to the Schlumberger Indemnitees hereunder, and any of the Schlumberger Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, Schlumberger will promptly repay (or will procure a Schlumberger Indemnitee to promptly repay) such member of the NPT Group the amount by which the payment made by such member of the NPT Group exceeds the actual cost of the associated indemnified Liability. This Section 1.2 shall not apply to any Liability indemnified under Section 1.4.
Sample 1
any IPO Liabilities. In the event that any member of the Luminent Group makes a payment to the MRV Indemnitees hereunder, and any of the MRV Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, MRV will promptly repay (or will procure a MRV Indemnitee to promptly repay) such member of the Luminent Group the amount by which the payment made by such member of the Luminent Group exceeds the actual cost of the associated indemnified Liability. This Section 1.2 shall not apply to any Liability indemnified under Section 1.4.
Sample 1
any IPO Liabilities. In the event that any member of the SNAP Group makes a payment to the Quantum Indemnitees hereunder, and any of the Quantum Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, Quantum will promptly repay (or will procure a Quantum Indemnitee to promptly repay) such member of the SNAP Group the amount by which the payment made by such member of the SNAP Group exceeds the actual cost of the associated indemnified Liability. This SECTION 1.2 shall not apply to any Liability indemnified under SECTION 1.4.
Sample 1
any IPO Liabilities. In the event that any member of the McDATA Group makes a payment to the EMC Indemnitees hereunder, and any of the EMC Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, EMC will promptly repay (or will procure an EMC
Sample 1
any IPO Liabilities. Notwithstanding the foregoing language, Optical Access shall not indemnify the MRV Indemnitees from any Liabilities that any third party seeks to impose upon the MRV Indemnitees, or which are imposed upon the MRV Indemnitees, and that relate to, arise out of or result from any of the following items (i) the complaint captioned Waldxx x. Jolt, Ltd. as further described in the IPO Registration Statement; (ii) patent claims related to or stemming from notices received from Nortel Networks, Inc., as described in the IPO Registration Statement only as they relate to sales of OptiSwitch products prior to the IPO; and (iii) claims related to the use of the name Optical Access or Optical Access, Inc., or the use of any trademarks, service marks or trade names associated with those names. In the event that any member of the Optical Access Group makes a payment to the MRV Indemnitees hereunder, and any of the MRV Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery, MRV will promptly repay (or will procure a MRV Indemnitee to promptly repay) such member of the Optical Access Group the amount by which the payment made by such member of the Optical Access Group exceeds the actual cost of the associated indemnified Liability. This Section 1.2 shall not apply to any Liability indemnified under Section 1.4.
Sample 1

Related to any IPO Liabilities

  • No Liabilities Except as set forth in the most recent financial statements referred to in Section 3.04(a), as of the Closing Date there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, other than liabilities under the Loan Documents, the Revolving Credit Loan Documents and the Senior Notes. Since March 31, 2010, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • Default Liabilities The Parties agree and confirm that if any Party hereto (“Breaching Party”) materially breaches any provision hereof, or materially fails to perform or delays in perform any obligation hereunder, it shall constitute a default hereunder (“Default”), and any of other non-breaching Parties (“Non-breaching Parties”) may, in addition to other relevant rights available hereunder, request the Breaching Party to make correction or take remedy within a reasonable time limit. Should the Breaching Party still fail to make correction or take remedy within such reasonable time limit or ten (10) days after the other Party notifies the Breaching Party in writing and requests for correction, the Non-breaching Parties may request the Breaching Party to pay liquidated damages.

  • 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.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Material Liabilities The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, (ii) obligations under the Notes and in connection with the Advance and (iii) as contemplated by the Merger Agreement and the Transaction Documents.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Environmental Liabilities No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Company's knowledge, threatened concerning any Environmental Permit, Hazardous Material or any Hazardous Materials Activity of the Company. The Company is not aware of any fact or circumstance which could involve the Company in any environmental litigation or impose upon the Company any environmental liability.

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