Adjustments for Certain Liabilities Sample Clauses

The "Adjustments for Certain Liabilities" clause defines how specific liabilities are accounted for or modified in a contractual relationship. Typically, this clause outlines the process for identifying, quantifying, and adjusting liabilities such as debts, obligations, or contingent claims that may arise before or after the agreement is executed. For example, it may specify that any undisclosed liabilities discovered post-closing will result in a purchase price adjustment or indemnification. The core function of this clause is to ensure that both parties have a clear and fair understanding of their financial responsibilities, thereby preventing disputes and allocating risk appropriately.
Adjustments for Certain Liabilities. (i) If the Receiver discovers at any time subsequent to the date of this Agreement that any claim exists against the Failed Bank which is of such a nature that it would have been included in the liabilities assumed under Article II had the existence of such claim or the facts giving rise thereto been known as of the Bank Closing Date, the Receiver may, in its discretion, at any time, require that such claim be assumed by the Assuming Institution in a manner consistent with the intent of this Agreement. The Receiver will make appropriate adjustments to the Pro Forma statement provided by the Receiver to the Assuming Institution pursuant to Section 8.1 as may be necessary. (ii) If the Assuming Institution returns all or a portion of any Deposit to the Receiver or the Corporation at the direction of the Receiver or the Corporation pursuant to Section 9.5, the Receiver will make appropriate adjustments pursuant to Article VIII for the portion of the Bid Amount applicable to that returned Deposit and any related Deposit premium.
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Adjustments for Certain Liabilities. If the Assuming Institution returns all or a portion of any Deposit to the Receiver or the Corporation at the direction of the Receiver or the Corporation pursuant to Section 9.5, the Receiver will make appropriate adj ustments pursuant to Article VIII for the portion of the Bid Amount applicable to that returned Deposit and any related Deposit premium.
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Adjustments for Certain Liabilities. If the Receiver discovers at any time subsequent to the date of this Agreement that any claim exists against the Failed Bank that is of such a nature that it would have been included in the liabilities assumed under Article II had the existence of that claim or the facts giving rise to that claim been known as of the Bank Closing Date, the Receiver may, in its discretion, at any time, require that claim be assumed by the Assuming Institution in a manner consistent with the intent of this Agreement. The Receiver will make appropriate adjustments to the Pro Forma Statement provided by the Receiver to the Assuming Institution pursuant to Section 8.1 as may be necessary.
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Adjustments for Certain Liabilities. On or prior to the ----------------------------------- date of this Agreement, CHCI shall have delivered to OpCo a schedule of assets and liabilities relating to the Hospitality Business as of August 31, 1997 which is attached hereto as Schedule 1.04(a) (the "Phase I Hospitality Assets and ---------------- Liabilities Schedule"). The Phase I Hospitality Assets and Liabilities Schedule shall set forth the assets and the liabilities of the Hospitality Business in such detail reasonably necessary for OpCo to review the particular nature of certain assets and liabilities and shall provide line items for specific categories of long term assets and liabilities and short term assets and liabilities and other relevant categories. CHCI agrees that, except as set forth in the Schedule of Assumed Assets and Liabilities included with the Phase I Hospitality Assets and Liabilities Schedule, (i) none of the assets set forth in the Phase I Hospitality Assets and Liabilities Schedule other than the Hospitality Assets (to the extent Hospitality Assets are listed on such Schedule) shall be included in the Post- September 1 Hospitality Business, and (ii) all liabilities of CHCI for and as of any period on or prior to August 31, 1997, including, without limitation, the liabilities listed on the Phase I Hospitality Assets and Liabilities Schedule, shall be paid, discharged or assumed by Gaming Spinco (or paid or discharged only from the assets listed on the Phase I Hospitality Assets and Liabilities Schedule or other assets available to CHCI), provided that no Post-September 1
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Related to Adjustments for Certain Liabilities

  • Certain Liabilities To each Restricted Entity’s knowledge, none of the present or previously owned or operated Property of any Restricted Entity or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified by a Governmental Authority as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Restricted Entity, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Adjustments for Combinations, Etc If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a greater number of shares, the Warrant Price shall be proportionately decreased.

  • Liability for Certain Acts The Manager shall perform the Manager’s duties in good faith, in a manner it reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Manager shall have any liability by reason of being or having been the Manager of the Company. No Manager in any way guarantees the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.