Transition Payables and Transition AP&T Liabilities Sample Clauses

Transition Payables and Transition AP&T Liabilities. Notwithstanding anything in this Agreement to the contrary, the Parties agree that the Transition Payables and the Transition AP&T Liabilities shall be treated as Delayed Liabilities for all purposes under this Agreement, and shall be retained by Kellanova or the applicable member of its Group following the Effective Time until such Transition Payables and Transition AP&T Liabilities are satisfied in full and no longer outstanding. For so long as any Transition Payables or Transition AP&T Liabilities remain outstanding, Kellanova or the applicable member of its Group, as the Holding Person, shall use commercially reasonable efforts to make all payments required to be made to Third Parties in respect of such Transition Payables and Transition AP&T Liabilities, as and when due. On each Wednesday occurring after the Distribution Date until such time as no Transition Payables remain outstanding, Kellanova shall send WKKC an invoice setting forth in reasonable detail the amounts paid in respect of such Transition Payables and Transition AP&T Liabilities during the preceding week. WKKC shall promptly, and in any event within five (5) Business Days of receipt of such invoice, reimburse Kellanova for any such invoiced amount; provided, that, for the avoidance of doubt, if Xxxxxxxxx fails to include any amounts paid in respect of any Transition Payables or Transition AP&T Liabilities in any such weekly invoice, Xxxxxxxxx shall have the right to invoice WKKC at a later date and receive reimbursement from WKKC in respect thereof in accordance with this Section 2.4(f). Upon payment of any Transition Payable or Transition AP&T Liability by Kellanova or the applicable member of its Group, such Transition Payable or Transition AP&T Liability shall no longer be considered a Delayed Liability, and any further Liability in respect thereof (including any claim by the payee of such Transition Payable or Transition AP&T Liability or WKKC for an adjustment to the amount of such Transition Payable or Transition AP&T Liability or with respect to the quality of the goods or services received from such payee) shall be the sole responsibility of WKKC.
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Related to Transition Payables and Transition AP&T Liabilities

  • 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.

  • 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 Xxxxxx 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, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or 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.

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

  • Intercompany Liabilities Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Business and Travel Expenses Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Employee shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business and travel expenses incurred and paid by the Employee during the Employment Term and in connection with the performance of the Employee’s duties hereunder.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Accrued Liabilities Termination of this Agreement for any reason shall not release any party hereto from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination, nor preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Receivables and Payables Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.

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