Specific Liabilities definition
Examples of Specific Liabilities in a sentence
Except as set forth in this Agreement, liabilities under the Purchase Agreement which are not Asset Specific Liabilities shall be assumed or paid at the Closing based on the Percentage Interests of Wallaby, Hoosier and Terrapin.
Notwithstanding anything to the contrary in this Section 7.3(d)(ii)(A), the relevant Indemnifying Party shall always be entitled to control the defense of a Third Party Claim related to any matter referred to in paragraphs (iii) and (iv) of the definition of Specific Liabilities.
If the Purchasers unanimously elect, or are required by one or more third parties, to repay at the Closing any indebtedness of Target or any Target Subsidiary (other than Asset Specific Liabilities, which shall be the sole and exclusive responsibility of the party to which the property or asset in question has been allocated), at the Closing, each of Wallaby, Hoosier and Terrapin shall pay in cash its Percentage Interest of the indebtedness to be repaid.
From and after the Closing and without prejudice to Section 6.13(c)(ii), the right to a partial repayment of the Purchase Price provided for in this Section 7.1 shall be the Purchaser’s exclusive remedy for any such breach of representation or warranty or in connection with the Specific Liabilities and, save the case of fraud or willful misconduct (dol), the Purchaser hereby waives any other rights to claim for money damages or to rescission it may have in connection therewith.
Notwithstanding any disclosures or information to the contrary in any Parent SEC Filing, Parent and its Subsidiaries will have no material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) at Closing other than Parent Professional Fees, Parent Specific Liabilities, liabilities arising or permitted under this Agreement and the other Transaction Documents and the liabilities set forth on Parent Disclosure Schedule 4.17.
Any failure of Buyer to satisfy -------------------- or perform any of the Specific Liabilities.
Any failure of Buyer to satisfy or perform any of the Specific Liabilities.
Any failure or refusal of the Buyers to satisfy or perform any of the Specific Liabilities; provided, however, that Buyers shall have the right to negotiate the amount and terms of repayment of any accounts payable constituting Specific Liabilities and pay and discharge such accounts payable in accordance with the mutual agreement of Buyers and such payees.
From and after the Closing and without prejudice to Section 6.15(c)(ii), the right to a partial repayment of the Purchase Price provided for in this Section 7.1 shall be the Purchaser's exclusive remedy for any such breach of representation or warranty or in connection with the Specific Liabilities and, save the case of fraud or willful misconduct (dol), the Purchaser hereby waives any other rights to claim for money damages or to rescission it may have in connection therewith.