Company Liability definition
Company Liability means any enforceable debt or obligation for which the Company is liable or which is secured by any Company property.
Company Liability means any losses, claims, damages or liabilities with respect to the registration statement, including any preliminary or final prospectus and any amendments or supplements thereto, arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained therein; or (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such registration statement.
Company Liability means any and all liabilities, losses, damages including consequential and incidental damages, demands, claims, causes of action, judgments, and all related legal fees, costs and expenses.
Examples of Company Liability in a sentence
Notwithstanding the foregoing, such Asset shall be deemed a Company Asset for purposes of determining whether any Liability is a Company Liability.
In the case of Company Liability Agreement, the Company is solely liable for payment under paragraph 3(k) above.
In addition to the requirements of Section 4.3 of the main Agreement, Physician may not maintain any action at law against a Member for a Company Liability or for payment of any amount in excess of the contracted reimbursement rate for Covered Services.
With respect to Provider, Company Liability is the contracted reimbursement rate reduced by the patient responsibility, which includes Coinsurance, Copayments, Deductibles or any other amounts identified by Company on an explanation of benefits or evidence of coverage as amount for which the Member is liable for the Covered Service.
The indemnity agreement contained in this paragraph 6.2 will not apply to amounts paid in settlement of any Company Liability if such settlement is effected without the consent of the Holder, which consent will not be unreasonably withheld.
More Definitions of Company Liability
Company Liability means any Liability incurred by the Company prior to the Closing Date, including:
Company Liability means any and all liabilities, losses, damages, (also including consequential and incidental damages) demands, claims, causes of action, judgments, and all related legal fees, costs and expenses.
Company Liability shall have the meaning set forth in Section 9.4.
Company Liability means any Liability of the Company.
Company Liability means all liabilities, debts or obligations, contingent or otherwise, existing as of the Closing Date immediately prior to the Effective Time, the value of which shall not exceed the value of the ▇▇▇▇▇▇▇.▇▇▇ Base Shares (as measured by multiplying the Base Price by the number of ▇▇▇▇▇▇▇.▇▇▇ Base Shares), including without limitation, all outstanding liability to (1) Astra Ventures, (2) employees of the Company based on change of control provisions in such employees' respective employment agreements, (3) Alpine Capital, (4) ▇▇▇ ▇▇▇▇▇, as an earn-out under a Share Purchase Agreement among ▇▇▇ ▇▇▇▇▇, International Barter Corp. and Barter Business Exchange Inc., dated February 28, 1999 and promissory note dated March 2, 1999 (the "BBE Purchase Agreement and Note"), (5) Momentous and (6) various lessors, lenders and vendors created in connection with the execution of miscellaneous leases and other agreements; provided, however, that Company Liability shall not include, in each case existing at the Closing, (x) any outstanding indebtedness and accrued interest payable to ▇▇▇▇▇▇▇.▇▇▇ pursuant to the ▇▇▇▇▇▇▇.▇▇▇ Note, (y) any payables or accrued expenses incurred in the ordinary course of business (provided such payables and accrued expenses do not exceed in the aggregate $225,000) and (z) any non-cash or barter trade dollar liabilities. Any outstanding liability referenced in (1) through (6) above shall be deemed a Company Liability in the event such liability is retired or paid off prior to the Effective Time. The dollar amount of Company Liability shall be reduced by any amounts received by the Company from option holders or warrant holders as a result of the cash exercise of stock options or warrants between the date hereof and the Effective Date. The Company shall cause to be prepared and delivered to ▇▇▇▇▇▇▇.▇▇▇, on the date that is two days immediately prior to the Closing Date, a schedule, certified by the Company's Chief Financial Officer and in form and substance satisfactory to ▇▇▇▇▇▇▇.▇▇▇, as to the dollar amount of the Company Liability, which schedule shall include a break down of the dollar amounts of each liability, debt and obligation comprising the Company Liability.
Company Liability means all costs, expenses and liabilities of every type and nature for which the Company is or becomes liable, but for which, under the Act, the Members are not personally liable.
Company Liability means any Liability of the Company, the Sellers or any of their respective Subsidiaries or Affiliates, excluding any of the Bio Companies Liabilities, but including without limitation any Liability relating to, arising out of or resulting from (i) the R▇▇▇▇ Litigation; (ii) the Human Health Business of the Company and its Affiliates; (iii) any Liability, Action or Proceeding or Loss for a violation of, or creation of Liability under, any Environmental Law on the part of the Company or any Subsidiary or Affiliate of the Company, other than the Bio Companies, or in respect of their respective properties (excluding the properties of the Bio Companies), including but not limited to the matters set forth on Section 10.12 of the Bio Companies Disclosure Letter; (iv) any Action or Proceeding brought by shareholders of the Company or its Subsidiaries (excluding the shareholders of the Bio Companies following the Closing), including but not limited to the SEC investigation and securities class action lawsuits listed in Section 10.12 of the Bio Companies Disclosure Letter; (v) any Liability, Action or Proceeding or Loss arising out of the sale of the Company’s R▇▇▇▇▇▇▇▇▇ Chemicals business, including but not limited to the lawsuit filed by the buyers of the Company’s R▇▇▇▇▇▇▇▇▇ Chemicals business in April 2006 or any other Liability, Action or Proceeding or Loss arising out of or related to the Company’s R▇▇▇▇▇▇▇▇▇ Chemicals business or the properties related thereto; (vi) any breach of the representations and warranties contained in Sections 2.2 and 2.18(b) and (c) (including any breach of such representations and warranties as of the Closing Date), disregarding in each case the effect of any Knowledge, Bio Companies Material Adverse Effect or materiality qualifications or other numerical or dollar thresholds and qualifiers set forth in any such representation or warranty, and without giving effect to any supplement to the Bio Companies Disclosure Schedule; (vii) any breach of any agreement or covenant of the Company or the other Sellers under this Agreement, the Transition Services Agreement or any other agreement delivered by or on behalf of the Company or the other Sellers under this Agreement that by its terms contemplates performance in whole or in part after the Closing Date, including without limitation the Company’s obligations under Section 4.11; and (viii) any Liability, Action or Proceeding or Loss arising out of, related to or caused by the matters list...