Other Contingent Liabilities Sample Clauses

Other Contingent Liabilities. 35 5.17 Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 5.18
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Other Contingent Liabilities. A. Key Principles The parties recognize that there will be liabilities that arise in the future out of facts that existed at the Effective Time, which liabilities would be required to be paid by the Surviving Entity. Some of such liabilities and/or the facts related thereto may not be disclosed pursuant to the Transaction Agreement, or if disclosed, nevertheless may not be adequately reserved for in the party's financial statements. B. Reclassification. Accordingly, in addition to the Terra Tax case
Sample 1
Other Contingent Liabilities. None of the Companies has any liabilities (whether absolute or contingent, known or unknown or otherwise), except those liabilities (i) reflected in the Financial Statements, (ii) disclosed in this Agreement including the Schedules and Exhibits hereto or (iii) debts, liabilities or obligations incurred since the Balance Sheet Date in the ordinary and usual course of business consistent with past practice; provided, however, that if the specific factual matter relating to a Liability giving rise to a claim under this Section 3.16 is also the subject of one or more of the express representations or warranties contained in this
Sample 1
Other Contingent Liabilities. Potential deferrals of revenue of Voyager Expanded Learning, L.P., if any, related to (1) services provided or to be provided over the course of the 2005-2006 school year, pursuant to the terms of each underlying contract, in conjunction with the sale of programs, and (2) the obligation to provide on-line access to curricula and database and management reports, pursuant to the terms of each underlying contract, during the period the customers are implementing programs. SCHEDULE 9.8 EQUITY OWNERSHIP; LOAN PARTY CAPITALIZATION LOAN PARTY AUTHORIZED, ISSUED AND OUTSTANDING STOCK ProQuest Company 50,000,000 shares authorized, 29,866,000 of which were outstanding as of April 20, 2006 ProQuest Business Solutions Inc. 1,000 shares owned by ProQuest Company (100% ownership) ProQuest Information Access, Ltd. 900 shares owned by ProQuest Company (100% ownership) ProQuest Japan Company 200 shares owned by ProQuest Business Solutions Inc. (100% ownership) ProQuest UK Holdings, Ltd. 660 shares owned by ProQuest Company (100% ownership) ProQuest Information and Learning Company 2,000 shares owned by ProQuest Company (100% ownership) ProQuest Learning I, LLC Voyager Holding Corporation is sole member ProQuest Learning II, LLC Voyager Holding Corporation is sole member Voyager Holding Corporation 100 shares owned by ProQuest Information and Learning Company Voyager Expanded Learning, L.P. ProQuest Learning I, LLC holds a 1% interest as general partner and ProQuest Learning II, LLC holds a 99% interest as limited partner ProQuest Information and Learning, Ltd. 125,909,694 shares owned by ProQuest UK Holdings, Ltd. (100% ownership) Softline Information, Inc. (dormant) 100 shares owned by ProQuest Information and Learning, Inc. (100% ownership) Xxxxxxxx-Xxxxx, España SA 100 shares owned by ProQuest Information and Learning, Ltd. (100% ownership) ProQuest Alison, Inc. 1,000 shares owned by ProQuest Company (100% ownership) ProQuest Content Operations, Inc. 1,000 shares owned by ProQuest Company (100% ownership) ProQuest Outdoor Solutions Inc. 1,000 shares owned by ProQuest Company (100% ownership) ProQuest IPI, Ltd. (dormant) ProQuest UK Holdings, Ltd. is the sole shareholder Xxxxxx Xxxx Publishing Inc. (dormant) 10 shares owned by ProQuest Information and Learning Company (100% ownership) SIRS Publishing, Inc. (dormant) ProQuest Information and Learning Company is the sole shareholder Xxxxxx Publishing Group, Inc. (dormant) 400,000 shares owned by ProQuest Information and Le...
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Other Contingent Liabilities 
Sample 1

Related to Other Contingent Liabilities

  • 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.

  • 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.

  • Contingent Liability Where we effect or arrange a Transaction, you should note that, depending upon the nature of the Transaction, you may be liable to make further payments when the Transaction fails to be completed or upon the earlier settlement or closing out of your position. You may be required to make further variable payments by way of margin against the purchase price of the investment, instead of paying (or receiving) the whole purchase (or sale) price immediately. The movement in the market price of your investment will affect the amount of margin payment you will be required to make. You need to monitor your margin levels on a daily basis. Margin call You agree to pay us on demand such sums by way of margin as are required from time to time as we may in our discretion reasonably require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated Transactions under this Agreement. Failure to meet margin call Please note that in the event that you fail to meet a margin call, we may immediately close out the position. Form of margin Margin must be paid in cash in currency acceptable by us, as requested from time to time by the Company. Cash Margin paid to us is held as client money in accordance with the requirements of the Client Money Rules. Margin deposits shall be made by wire transfer, credit card, e-wallet or by such other means as The Company may direct. Set-off on default If there is an Event of Default or this Agreement terminates, we shall set-off the balance of cash margin owed by us to you against your obligations (as reasonably valued by us). The net amount, if any, payable between us following such set-off, shall take into account the Liquidation Amount payable under Clause 15 (Netting). Further assurance You agree to execute such further documents and to take such further steps as we may reasonably require perfecting our security interest over and obtain legal title to the Secured Obligations. Negative pledge You undertake neither to create nor to have outstanding any security interest whatsoever over, nor to agree to assign or transfer, any of the cash margin transferred to us, except a lien routinely imposed on all securities in a clearing system in which such securities may be held. General lien In addition, and without prejudice to any rights to which we may be entitled under this Agreement or any Applicable Regulations, we shall have a general lien on all cash held by us or our Associates or our nominees on your behalf until the satisfaction of the Secured Obligations.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • 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.

  • Permitted Contingent Obligations Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.

  • Current Liabilities 20 12.07 Damages.................................................................................................21 12.08

  • 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.

  • Contingent Obligations Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:

  • Total Liabilities 5. Current Liabilities

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