Excess Liabilities. The creation or existence from time to time of Liabilities in excess of the amount to which the right of recovery under this Guaranty is limited, if any, is hereby authorized, without notice to the Guarantor, and shall in no way affect or impair the rights of the Lender and the obligation of the Guarantor under this Guaranty.
Excess Liabilities. The creation or existence from time to time of Obligations in excess of the amount evidenced by the Loan Agreement is hereby authorized, without notice to Guarantor, and shall in no way affect or impair the rights of Lender and the obligations of Guarantor under this Xxxxxxxx.
Excess Liabilities. For purposes of calculating the Members' shares of excess nonrecourse liabilities (within the meaning of Regulation 1.752-3(a)(3)), the Members shall be deemed to share Profits in proportion to their respective Percentages.
Excess Liabilities. As of Closing Date, Goss xxxll have no liabilities in excess of the total liabilities reflected and stated upon the June 30, 1997 Financial Statement as adjusted for Interim Ordinary Course Liabilities; which liabilities shall include interest bearing debt of no more than One Hundred Thousand Dollars ($100,000.00).
Excess Liabilities. The creation or existence from time to time of Obligations in excess of the amount and/or nature evidenced by the Loan Documents, Purchase Documents, and/or Deferred Purchase Price Note is hereby authorized, without notice to the Guarantor and shall in no way affect or impair the rights of Ocwen and the obligations of the Guarantor under this Guaranty; provided, however, that the amount of any such excess Obligations shall not become additional Obligations secured by this Guaranty without Guarantor's written consent.
Excess Liabilities. Any and all losses, damages, deficiencies or liabilities caused by, resulting or arising from, or otherwise relating to the Liabilities of Springwood and/or SLOMC in excess of Three Hundred Eighty-One Thousand Two Hundred Fifty and No/100 ($381,250.00) Dollars, in the aggregate, which are not reimbursed to UCI of SC as an adjustment to the Consideration as contemplated in Section 2.4.4 above.
Excess Liabilities. If the aggregate amount of the Actual Payables is equal to or greater than the amount of the Actual Payables Benchmark Amount (each as specified in the Post-Closing Adjustments Schedule, the Settlement Agreement or the Accountant's Determination, as applicable), then the Purchase Price shall not be adjusted therefor; provided, that if the aggregate amount of the Actual Office Lease Cure Costs is greater than the Actual Office Lease Cure Costs Benchmark Amount (each as specified in the Post-Closing Adjustments Schedule, the Settlement Agreement or the Accountant's Determination, as applicable), then (1) OCA shall automatically retain (and the Sellers shall automatically waive and release all rights to) from the Holdback Amount the amount by which the Actual Office Lease Cure Costs are so greater, and (2) if such amount by which the Actual Office Lease Cure Costs are so greater exceeds the Holdback Amount, then the Sellers shall pay to OCA the amount of such excess (provided, that such excess amount shall first be offset against any amounts payable by OCA to Apple pursuant to subparagraph (D) of this paragraph (iv)).
Excess Liabilities. Notwithstanding the assumption by the Buyer of the Trade Liabilities up to $3,600,000 and the Reorganization Liabilities up to $3,065,000, in the event that the Buyer is required to pay in the aggregate more than $5,332,000 in order to satisfy the Trade Liabilities and the Reorganization Liabilities, including, without limitation, incidental costs incurred by Buyer or Stephan xx xxxisfying such Trade Liabilities and Reorganization Liabilities (such as litigation costs), as certified in a certificate delivered to the Seller by the Chief Financial Officer of the Buyer which certificate shall contain an itemized list of the Trade Liabilities and the Reorganization Liabilities, the original amount owed to each such creditor, the dates of payment to each creditor and the final payment and determination of such Trade Liabilities and Reorganization Liabilities, the Purchase Price shall be reduced by the amount of such excess on a dollar-for- dollar basis; provided, however, that if any of the holders of any Trade or Reorganization Liabilities shall agree to accept any portion of the payments over a period of time in excess of one year ("Installment Payments"), the amount of such excess shall be calculated by reducing the amount of any Installment Payments to their present value, as of the Closing, using a discount factor equal to 8% per annum.
