Interim Liabilities Sample Clauses

Interim Liabilities. All liabilities of, or claims against, the ------------------- Company arising out of the conduct of the Company's business between December 31, 1996 and the Closing, otherwise than in ordinary course, or arising out of any presently existing contract or commitment listed in Schedule 4.11.
Interim Liabilities. All material liabilities of, or claims against, the Corporation arising out of the conduct of the Corporation's business between March 31, 1997 and the Closing otherwise than in ordinary course, or arising out of any presently existing contract or commitment of the character described in subparagraph (h) of paragraph 6 and not listed therein, or arising out of any contract or commitment entered into or made by the Corporation between the date hereof and the Closing except as permitted by the provisions of subparagraph (d) of paragraph 6 and not reflected on the Closing Date Balance Sheet;
Interim Liabilities. 31 Section 5.12 Reports.......................................................... 31 Section 5.13 Shareholders' Meeting............................................ 31 Section 5.14 Conveyance Taxes................................................. 32 Section 5.15 Delisting........................................................ 32 Section 5.16 Solvency Letters................................................. 32
Interim Liabilities. All material liabilities of, or claims against, the Seller arising out of the conduct of the Seller's business between December 31, 1996 and the Closing otherwise than in ordinary course, or arising out of any presently existing contract or commitment of the character described in subparagraph (L) of paragraph 8 and not listed therein, or arising out of any contract or commitment entered into or made by the Seller between the date hereof and the Closing except as permitted by the provisions of subparagraph (E) of paragraph 8 and not reflected on the Closing Date Balance Sheet;
Interim Liabilities. 36 Section 5.11 Reports...........................................36 Section 5.12
Interim Liabilities. 3 Section 2.2. Excluded Liabilities and Obligations . . . . . . . 3
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Interim Liabilities. All liabilities and obligations of the Seller reflected on its books of account on the Closing Date that have been incurred between the Balance Sheet Date and the Closing Date in the usual and ordinary course of business of the Seller, to the extent that the transactions are not inconsistent with the representations, warranties, and covenants of the Seller contained in this Plan.

Related to Interim Liabilities

  • 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.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • 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.

  • 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.

  • Accrued Liabilities 10.3 On termination, the rights and liabilities of the Parties that have accrued before termination shall subsist.

  • 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:

  • 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:

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

  • 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.

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