Existing Liabilities. Liabilities, direct or contingent, of Consolidated Entities existing on the date of this Agreement that are reflected in Schedule 6.1.2 hereof.
Existing Liabilities. Except as set forth in Section 1.1.2 hereof, neither UCI, Doctor's Care nor UCI of SC assumes any, and hereby expressly disclaims all, obligations or liabilities of Seller, contingent or absolute, including (without limitation) liabilities for (i) federal or state income, payroll, property, or sales taxes for any period, or (ii) any tort, contract, or statutory liability resulting from or alleged to have resulted from the Business prior to the Effective Date or operations of Seller prior to Effective Date, except for the obligations arising and maturing after the Effective Date to perform under those contracts expressly assumed by UCI of SC hereunder, if any. All property taxes assessed against the Assets sold, and Premises leased hereunder, hereby shall be prorated as of the Effective Date, and Seller shall promptly pay when due, or reimburse UCI of SC for, all such taxes which remain the Seller's responsibility.
Existing Liabilities. Any liability or obligation that a Party has as of the date of the Parties’ Marriage, whether contractual, tort, or otherwise, will be the separate liability or obligation of that Party, and only that Party’s separate property will be subject to satisfying the liability or obligation.
Existing Liabilities. Liabilities, direct or contingent, of Borrower Entities existing on the date of this Agreement that are reflected in the Financial Statements, subject to additional specific limitations set forth below.
Existing Liabilities. Neither UCI, Doctor's Care nor UCI of SC assumes any, and hereby expressly disclaims all, obligations or liabilities of Seller, contingent or absolute, including (without limitation) liabilities for (I) federal or state income, payroll, property, or sales taxes for any period, or (ii) any tort, contract, or statutory liability resulting from or alleged to have resulted from the Business prior to the Effective Date or operations of Seller prior to Effective Date, except for the obligations arising and maturing after the Effective Date to perform under those contracts expressly assumed by Buyer hereunder. All property taxes assessed against the Assets solely hereby shall be prorated as of the Effective Date.
Existing Liabilities. As of the Closing Date, the existing liabilities of CIC do not exceed $500,000, including, without limitation, all of CIC’s accounts payable, taxes of any kind or nature (whether due or to become due) and any outstanding legal or other fees, costs and expenses, all as incurred prior to the Closing Date.
Existing Liabilities. Other than as disclosed in writing to Purchaser, Seller has no knowledge of and has not received any notice concerning any material liabilities relating to the Servicing Rights for which Purchaser would be responsible or which would arise against
Existing Liabilities. 35 5.23 Asbestos-Related Product Liability Claims................................... 35 5.24
Existing Liabilities. On the Restatement Effective Date and -------------------- after giving effect to the Transaction, neither the Borrower nor any of its Subsidiaries shall have any existing liabilities or other obligations other than those existing under the Credit Documents, those permitted under this Agreement, those contractual obligations and liabilities arising in the ordinary course of business, and those other liabilities reasonably satisfactory to the Administrative Agent, in all cases on terms and conditions and pursuant to documentation satisfactory to the Administrative Agent.
Existing Liabilities. Except for the AT&T Liability, IMPV shall make reasonable provision for the payment of all of its known existing liabilities prior to Closing.
