Specified Liabilities. At the Closing, Buyer will not assume any of the liabilities, obligations or debt of Seller except the following explicitly listed liabilities and then only to the extent solely related to the Specified Assets (the “Specified Liabilities”):
Specified Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, for the one (1)-year period immediately following the Closing Date, Seller shall retain, and shall be responsible for paying, performing and discharging when due, any Specified Liabilities; provided that (i) Purchaser shall be responsible for paying, performing and discharging when due the first $500,000 of any such Specified Liabilities, which shall be considered Assumed Liabilities, (ii) Seller’s responsibility for the Specified Liabilities in accordance with this Section 1.6 shall only apply to Specified Liabilities that are, individually or in the aggregate (to the extent arising from the same or substantially similar facts or circumstances), in excess of $100,000 (in which case Seller shall be responsible for the entire amount of such Specified Liabilities without regard to such $100,000 amount), subject to the Specified Liabilities Cap, and (iii) in no event shall Seller be responsible for more than $1,500,000 in the aggregate (the “Specified Liabilities Cap”) of the Specified Liabilities retained by Seller in accordance with this Section 1.6. For the avoidance of doubt, following the expiration of the one (1)-year period immediately following the Closing Date, all Specified Liabilities, other than any Specified Liabilities for which Purchaser has provided written notice to Seller during such period, shall be Assumed Liabilities without regard to this Section 1.6.
Specified Liabilities. Section 1.3(g) STOCK OPTION PLANS........................................................................... Section 4.3(m) SUPERIOR BID................................................................................. Section 10.1(b)(ii) SUPPLIES..................................................................................... Section 12.1 69
Specified Liabilities. Except as provided in Section 1.5 above, each of the Specified Liabilities shall have been paid in full as of the Closing Date, and any and all security interests in the assets of the Company shall have been unconditionally released.
Specified Liabilities. “Specified Liabilities” shall mean each of (i) the outstanding principal balance and accrued interest owed to U.S. Bank and XX Xxxxxx Xxxxx, respectively, pursuant to the Company’s respective lines of credit; (ii) the outstanding principal balances owed to Xxxxxx Brunette (in the aggregate amount of $250,000 as of the date of this Agreement) and Xxxxx Xxxx (in the aggregate principal amount of $9,000 as of the date of this Agreement), plus accrued but unpaid interest thereon; (iii) the outstanding principal amounts and accrued interest thereon owed under the Company Series B Convertible Notes, (iv) accrued but unpaid dividends on the Company Preferred Stock, (v) the amounts owed by the Company to Bose XxXxxxxx & Xxxxx LLP, (vi) amounts owed to Xxxxxxxxx Associates pursuant to that certain letter dated as of December 21, 2005, and (vii) amounts, if any, reserved by the Company and placed into escrow for payment of the expenses of the Securityholders’ Representative (but which amount shall not exceed $50,000 in the aggregate).
Specified Liabilities. Newmont shall be solely liable for the Specified Liabilities and, unless agreed otherwise between the Purchaser and Newmont, at, before, or as soon as reasonably practicable after Completion, shall pay to the relevant creditors in cash the amount of the Specified Liabilities due to them or as accepted by the relevant creditors in full satisfaction, provided that, if the amounts are not determinable, the amounts to be paid on, before, or as soon as reasonably practicable after Completion shall be equal to the amounts shown on KCCL's financial statements as at 30 June 2002 and adjusted to the actual amount of the relevant Specified Liability within 30 days of Completion.
Specified Liabilities. Immediately following the completion of the Closing, the Company shall not have any liabilities or obligations other than the Leases, Specified Contracts, Permitted Exceptions (collectively “Specified Liabilities”). The Company has paid and shall pay in full on or before Closing all hard and soft costs in connection with development and construction of the Project. The Company and Manager hereby (i) terminate all agreements between Company and Manager effective as of Closing, and (ii) agree that all obligations of the Company to Manager, including, but not limited to, any obligations under any agreements between the Company and Manager, including, but not limited to, any indemnities, shall be deemed satisfied or waived by Manager as of Closing.
Specified Liabilities. 50- Tax .........................................................-51- Taxes .........................................................-51- Tax Returns.......................................................-51- TEXCAN ENTITIES' Knowledge........................................-51- TEXCAN Material Adverse Effect....................................-51- U.S. Code.........................................................-51- U.S. Employee Benefit Plans.......................................-51- U.S. GAAP.........................................................-52- U.S. Securities Act...............................................-52- ANICOM Agent......................................................-52-
Specified Liabilities. 43 Statements......................................................... 5
Specified Liabilities. 6 ARTICLE 2.
