Disputed Liabilities Clause Samples

Disputed Liabilities. If a proration or adjustment to the Purchase Price is made in Buyer's favor for any liability assumed by Buyer but is in good faith being contested by Seller as of the Closing Date, and if Buyer is relieved of this liability, Buyer shall pay to Seller or its designee in cash (by means of wire or interbank transfer in immediately available funds) an amount equal to the unpaid portion of this liability within five Business Days after the date Buyer is relieved of this liability. In the event any payment required by this Sec tion 3.5 is not made by Buyer when due, Buyer shall make the payment required by this Section 3.5 with interest accruing from the date such payment was due at the Prime Rate plus 5%.

Disputed Liabilities. If a proration or adjustment to the Purchase Price is made in Buyer's favor for any liability assumed by Buyer but is in good faith being contested by Seller as of the Closing Date, and if Buyer is relieved of this liability, Buyer shall pay to Seller or its designee in cash (by means of wire or interbank transfer in immediately available funds) an amount equal to the portion of this liability so relieved within five (5) Business Days after the date Buyer is relieved of this liability. In the event any payment required by this Section 0 is not made by Buyer when due, Buyer shall make the payment required by this Section 0 with interest accruing from the date Buyer was relieved of such liability at a rate of ten percent (10%) per annum.

Disputed Liabilities. If a proration or adjustment to the Purchase Price is made in Buyer's favor for any liability assumed by Buyer but is in good faith being contested by Seller as of the Closing Date, and if Buyer is relieved of this liability, Buyer shall pay to Seller or its designee in cash (by means of wire or interbank transfer in immediately available funds) an amount equal to the unpaid portion of this liability within five Business Days after the date Buyer is relieved of this liability. In the event any payment required by this Section 3.5 is not made by Buyer when due, Buyer shall make the payment required by this Section 3.5 with interest accruing from the date such payment was due at the Prime Rate plus 5%.

Disputed Liabilities. Seller and Purchaser dispute whether -------------------- the items set forth on Schedule 2.4 (the "Disputed Liabilities") are items which Purchaser agreed to assume or pay under that certain letter agreement dated January 15, 1999 (the "January 15 Letter").

Disputed Liabilities. In the event that a third party alleges outstanding Liabilities in existence as of the Closing Date, and Seller either disputes the Liability or the third party has failed to provide invoicing or other documentation in support of that Liability to such a degree that it cannot be paid in good faith at Closing, then funds equal 125% of the alleged Liability shall be paid by Buyer to a third party escrow account until the matter is resolved. The amount paid to the escrow agent under this paragraph shall be deducted from the Purchase Price paid to Buyer at Closing. These funds shall not be released to Seller until the alleged Liability is either (i) paid in full; (ii) acknowledged not to be due and owing by the third party in writing; or (iii) found not to be due and owing by a court of competent jurisdiction. Seller hereby acknowledges that the UMU Tribe has told Buyer that the Company owes the UMU Tribe past due royalties. This paragraph shall specifically apply to such royalties.

Disputed Liabilities. The obligation of Purchaser to pay Seller the -------------------- Disputed Liabilities under the January 15 Letter shall be determined by (i) an arbitrator selected by the parties (to the extent the parties can so agree) or (ii) upon entry of a final order of the Bankruptcy Court. Within ten (10) days (i) of the date of the arbitrator's decision or, if applicable, (ii) the entry of a final order as set forth above, Purchaser shall pay to Seller such amounts that are determined to be due, if any.