Common use of Discharge of Liabilities Clause in Contracts

Discharge of Liabilities. The Company shall not, nor shall it permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of claims, liabilities or obligations recognized or disclosed in the most recent financial statements of the Company included in the Company SEC Documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Walden Residential Properties Inc), Agreement and Plan of Merger (Walden Residential Properties Inc)

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Discharge of Liabilities. The Company shall not, nor and shall it not permit any of its Subsidiaries to, (i) pay, discharge, settle discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or asserted, unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, ) except in the ordinary course of business consistent with past practice or in accordance with their termsterms or (ii) settle any material claim, of claimsaction, liabilities proceeding or obligations recognized or disclosed investigation except in the most recent financial statements ordinary course of the Company included in the Company SEC Documentsbusiness consistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (York International Corp /De/)

Discharge of Liabilities. The Company shall not, nor and shall it not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)Liabilities, other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of claims, liabilities or obligations Liabilities recognized or disclosed in the most recent financial statements Financial Statements (or the notes thereto) of the Company included or incurred since the date of such Financial Statements in the Company SEC Documentsordinary course of business consistent with past practice.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Norstan Inc), _________________________________________ Stock Purchase Agreement (Netwolves Corp)

Discharge of Liabilities. The Except as contemplated by Section 5.13, the Company shall not, nor and shall it not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities Actions or obligations (absolute, accrued, asserted Liabilities or unasserted, contingent or otherwise)consent to the entry of any Order, other than the any payment, discharge, settlement settlement, satisfaction or satisfaction, consent with respect to Actions or Liabilities unrelated to any Company Intellectual Property in the ordinary course of business consistent with past practice where the amounts paid or to be paid are in accordance with their terms, of claims, liabilities or obligations recognized or disclosed an amount less than $10 million in the most recent financial statements of the Company included in the Company SEC Documents.aggregate;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lions Gate Entertainment Corp /Cn/)

Discharge of Liabilities. The Company shall not, nor and shall it not permit any of its Subsidiaries to, (i) pay, discharge, settle discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or asserted, unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, ) except in the ordinary course of business consistent with past practice or in accordance with their termsterms or (ii) settle any material claim, action, proceeding or investigation involving in excess of claims, liabilities or obligations recognized or disclosed $25,000 except in the most recent financial statements ordinary course of the Company included in the Company SEC Documentsbusiness consistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Turbosonic Technologies Inc)

Discharge of Liabilities. The Except for fees and expenses related to the transactions contemplated herein, the Company shall not, nor and shall it not permit any of its Subsidiaries subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of claims, liabilities or obligations recognized or disclosed in the most recent financial statements of the Company included in the Company SEC Documents.(i) liabilities

Appears in 1 contract

Samples: Agreement and Plan of Merger (Winsloew Furniture Inc)

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Discharge of Liabilities. The Company shall not, nor and shall it not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claims, liabilities Actions or obligations (absolute, accrued, asserted Liabilities or unasserted, contingent or otherwise)consent to the entry of any Order, other than the any payment, discharge, settlement settlement, satisfaction or satisfaction, consent with respect to Actions or Liabilities unrelated to any Company Intellectual Property in the ordinary course of business consistent with past practice where the amounts paid or to be paid are in accordance with their terms, of claims, liabilities or obligations recognized or disclosed an amount less than One Million Dollars ($1,000,000) in the most recent financial statements of the Company included in the Company SEC Documents.aggregate;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marvel Entertainment, Inc.)

Discharge of Liabilities. The Company shall not, nor and shall it not permit any of its Subsidiaries to, (i) pay, discharge, settle discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or asserted, unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, ) except in the ordinary course of business consistent with past practice or in accordance with their termsterms or (ii) settle any material claim, action, proceeding or investigation involving in excess of claims, $25,000 except in the ordinary course of business consistent with past practice and except for the payment of intercompany liabilities or obligations recognized or disclosed in the most recent financial statements of the among Company included in the Company SEC Documentsand its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oilgear Co)

Discharge of Liabilities. The Company shall not, nor and shall it not permit any of its Subsidiaries to, (i) pay, discharge, settle discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or asserted, unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, ) except in the ordinary course of business consistent with past practice or in accordance with their termsterms or (ii) settle any claim, of claimslitigation, liabilities action, proceeding or obligations recognized or disclosed investigation except in the most recent financial statements ordinary course of the Company included in the Company SEC Documentsbusiness consistent with past practice, but subject to an aggregate maximum of $250,000, including all fees, costs and expenses associated therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MEDecision, Inc.)

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