Payment of Company Liabilities Sample Clauses

Payment of Company Liabilities. A Member shall not receive out of the Company's property any part of its Capital Contribution until all liabilities of the Company, except liabilities to Members on account of their Capital Contributions, have been paid or there remains property of the Company sufficient to pay them.
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Payment of Company Liabilities. All Company Liabilities shall have been paid or discharged.
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Payment of Company Liabilities. At or prior to the Closing, the Company will have paid all of the liabilities of the Company except for those liabilities identified on Section 4.5 of the Company Disclosure Letter.
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Payment of Company Liabilities. Except for those liabilities set forth on Schedule D which shall remain as obligations of the Company subsequent to the Closing Date, on or before the Closing Date, the Seller shall have caused all other Company Liabilities to have been paid, transferred, or assumed. To the extent that Buyer declines to purchase the notes from the individuals to whom the Schedule D liabilities are owed within six months from date of Closing, the Seller agrees that it shall cause the Schedule D liabilities to have been paid, transferred, or assumed.
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Payment of Company Liabilities. Prior to the Effective Time, the Company Majority Stockholder shall pay off all Liabilities of the Company as of the Effective Time, such that the Company shall have no Liabilities as of the Effective Time.
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Payment of Company Liabilities. Buyer hereby covenants and agrees with Seller that, at all times on and after the Closing, Buyer will cause the Company to promptly pay (or will itself promptly pay) or perform when due any and all Disclosed Liabilities (as defined below). As used herein, the term "Disclosed Liabilities" means all Liabilities of the Company to any vendors, lessors and/or any other creditors that (i) existed at, or were incurred or arose on or prior to, the time and date of the Closing; and (ii) either (A) are reflected in the Most Recent Balance Sheet, (B) arise in the Ordinary Course of Business of the Company after the date of the Most Recent Balance Sheet or (C) arise under the terms of any agreement, contract or other commitment of the Company that is disclosed in either the Disclosure Letter or the Schedules. By way of illustration, but not limitation, the Disclosed Liabilities include, but are not limited to, any obligations for the payment of rent under leases, obligations for the payment of royalties or other payments due under licenses, and the Distributor Guarantees (as defined below). Notwithstanding the foregoing, "Disclosed Liabilities" will not include (i) the Assumed Liabilities (ii) the Assumed Assets Liabilities or (iii) any other Liabilities for which Seller is obligated to indemnify Buyer under the provisions of Section 8 of this Agreement.
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Payment of Company Liabilities. At or prior to the Closing, Buyer will pay the liabilities of the Company identified on Schedule 1.9.
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Payment of Company Liabilities. All Company Liabilities shall be paid simultaneously with Closing and Buyer shall have received evidence of such payments and releases from each Person receiving a payment pursuant to Section 2.1(e) hereof of all claims it has or may have against the Company, other than pursuant to this Agreement.
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Related to Payment of Company Liabilities

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

  • 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.

  • Contingent Payments The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

  • Certain Liabilities To the Borrower's actual knowledge, none of the present or previously owned or operated Property of the Borrower or any Guarantor or of any of their former Subsidiaries, wherever located: (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by the Borrower or any of the Guarantors, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response that would cause a Material Adverse Change.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • 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:

  • Assets and Liabilities of Series All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof (including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be), shall be held and accounted for separately from the assets of every other Series and are referred to as "assets belonging to" that Series. The assets belonging to a Series shall belong only to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. Any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more Series as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes, and such assets, earnings, income, profits or funds, or payments and proceeds thereof shall be referred to as assets belonging to that Series. The assets belonging to a Series shall be so recorded upon the books of the Trust, and shall be held by the Trustees in trust for the benefit of the Shareholders of that Series. The assets belonging to a Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities and expenses allocated solely to a particular Class shall be borne by that Class. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees between or among any one or more of the Series or Classes in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Without limiting the foregoing, but subject to the right of the Trustees to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series. Notice of this contractual limitation on liabilities among Series may, in the Trustees' discretion, be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities among Series (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt, with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

  • Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement.

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