Continuing Liabilities shall include liabilities arising under operating agreements, equipment leases, loan agreements, or proration credits at Closing, but shall exclude any liabilities arising from any other arrangement, agreement or pending litigation.
Continuing Liabilities as defined in Section 2.11.
Continuing Liabilities means those liabilities of the Company (other than those specifically identified as Excluded Liabilities in Section 11.4) arising from the conduct of the Company's business in the ordinary course on or prior to the Closing Date, including without limitation the following:
Examples of Continuing Liabilities in a sentence
Except for the Continuing Liabilities, the Partnership has no liability, debt or obligation.
The Assets shall be free and clear of all liabilities and encumbrances whatsoever other than the Continuing Liabilities.
Except as set forth in the Interim Financial Statements, Company has, and as of the Closing will have, no contingent liabilities or obligations that are included in the Continuing Liabilities.
Except for the Continuing Liabilities and the Existing Mortgage, the LLC has no liabilities, debts or obligations.
Immediately prior to the effectuation of the Merger, Company shall transfer to the Shareholder all debts, liabilities and other obligations of any nature whatsoever, whether known or unknown, contingent or otherwise, other than the Continuing Liabilities, as specifically set forth in paragraph 4.11(4) (the "Excluded Items").
More Definitions of Continuing Liabilities
Continuing Liabilities shall include liabilities arising under Operating Agreements, Leases, equipment leases or related to the operation of the Hotel on and subsequent to the Closing Date, or proration credits at Closing.
Continuing Liabilities shall have the meanings respectively assigned to them in Section 2.03 hereof.
Continuing Liabilities the following:
Continuing Liabilities means, in respect of each of the Landlord, the Owners and the Tenant: (i) all obligations and liabilities resulting or arising from a breach by such Person of its obligations pursuant to this Agreement or the Interim Period Obligations; (ii) all representations and warranties made by such Person in the Master Agreement and all other obligations and liabilities of such Person under any provisions of the Master Agreement which are expressly stated in the Master Agreement to survive the Closing (as such term is defined in the Master Agreement); and (iii) all obligations by such Person to make the Realty Tax Adjustments, if any; [Note: Insert the following only for [Redacted]: "and also includes, in respect of the Landlord, the [Redacted] Consent Payment Obligations"]
Continuing Liabilities means, in respect of each of the Landlord, the Owners and the Tenant: (i) all obligations and liabilities resulting or arising from a breach by such Person of its obligations pursuant to this Agreement or the Interim Period Obligations; (ii) all representations and warranties made by such Person in the Master Agreement and all other obligations and liabilities of such Person under any provisions of the Master Agreement which are expressly stated in the Master Agreement to survive the Closing (as such term is defined in the Master Agreement); (iii) all obligations and liabilities of such Person the Amended and Restated Lease; and (iv) all obligations by such Person to make the Realty Tax Adjustments, if any;
Continuing Liabilities means in respect of each of the Landlord, the Owners and the Tenant: (i) all obligations and liabilities resulting or arising from a breach by such Person of its obligations pursuant to this Agreement or the Interim Period Obligations; (ii) all representations and warranties made by such Person in the Master Agreement and/or the Richmond Master Agreement (as applicable) and all other obligations and liabilities of such Person under any provisions of the Master Agreement and/or the Richmond Master Agreement (as applicable) which are expressly stated in the Master Agreement and/or the Richmond Master Agreement (as applicable) to survive the Closing (as such term is defined in the Master Agreement); and (iii) all obligations by such Person to make the Realty Tax Adjustments, if any;
Continuing Liabilities. 5 "Continuing Ordinary Course Applicable Contracts" 5 "Contract" 5 "Controlling Sellers" 6 "Copyrights" 6 "CRM" 6 "CRM-Shares" 6 "Deferred Cash Amount" 6 "Disputed Matters" 6 "Effective Time" 6 "Employment Agreements" 6 "Employment Agreement Reaffirmation Certificates" 6 "Encumbrance" 6 "Environment" 6 "Environmental, Health, and Safety Liabilities" 6 "Environmental Law" 7 "ERISA" 8 "ERISA Affiliate" 8 "Exchange Act 8 "Excluded Assets" 8 "Excluded Liabilities" 8 "First Ohio Escrow" 8 "First Ohio Escrow-Shares" 8 "First Ohio Mortgage" 8 "First Ohio Mortgage-Shares" 8 "GAAP" 8 "Governmental Authorization" 8 "Governmental Body" 8 "Gross Commissions Receivable" 9 "Hazardous Activity" 9 "Hazardous Materials" 9 "HSR Act" 9 "IFG" 9 "IFG Common Stock" 9 "IFG Indemnified Persons" 9 "IFG Loss" 9 "IFG Purchase Shares" 9 "Independent Contractor Agreements" 9 "Indemnified Person" 9 "Insignia" 9 "Insignia's Advisors" 9 "Insignia's Closing Certificate" 10 "Insignia's Closing Documents" 10 "Intellectual Property Assets" 10 "Interim Balance Sheet" 10 "IRC" 10 "IFG Acquisition Subsidiary" 10 "IRS" 10 "Knowledge" 10 "Legal Requirement" 10 "Litigation Reserve" 10 "Marks" 10 "Material Adverse Effect" 10 "Modification Notice" 10 "Occupational Safety and Health Law" 11 "Order" 11 "Ordinary Course of Business" 11 "Organizational Documents" 11 "Patents" 11 "Permitted Encumbrances 11 "Person" 11 "Plan or Plans" 11 "Post-Closing Re/Max Costs" 11 "Post-Effective Time Realty One Employees" 11 "Pre-Closing Date Price of IFG Common Stock" 11 "Proceeding" 12 "Projected Closing Combined Balance Sheet" 12 "Proprietary Rights Agreement" 12 "Purchase Price" 12 "R-ONE" 12 "R-ONE Buyer Agency Agreement" or "R-ONE Buyer Agency Agreements" 12 "R-ONE Property Management Employees" 12 "R-ONE Listing Agreement or R-ONE Listing Agreements" 12 "R-ONE-Shares" 12 "Realty One Companies" 12 "Realty One Companies Executive Officers" 12 "Realty One Company" 12 "Realty One Services Agreement" 12 "Related Person" 12 "Re/Max Litigation" 13 "Release" 14 "Representative" 14 "Residential Real Estate Services" 14 "Residential Sales Contracts" 14 "Securities Act" 14 "Sellers" 14 "Seller Loss" 14 "Sellers' Representative" 14 "Sellers' Closing Certificate" 14 "Sellers' Closing Documents" 14 "Shareholders' Agreement" 14 "Shares" 14 "Software Certificates" 14 "Subsidiary" 14 "Tax" or "Taxes" 14 "Tax Adjustment Xxxxxx" 00 "Tax Proceeding 15 "Tax Return" 15 "Threat of Release" 15 "Threatened" 15 "Trade Secrets" 15 "Unau...