Interim Liabilities Sample Clauses

Interim Liabilities. All liabilities of, or claims against, the ------------------- Company arising out of the conduct of the Company's business between December 31, 1996 and the Closing, otherwise than in ordinary course, or arising out of any presently existing contract or commitment listed in Schedule 4.11.
Interim Liabilities. All material liabilities of, or claims against, the Corporation arising out of the conduct of the Corporation's business between March 31, 1997 and the Closing otherwise than in ordinary course, or arising out of any presently existing contract or commitment of the character described in subparagraph (h) of paragraph 6 and not listed therein, or arising out of any contract or commitment entered into or made by the Corporation between the date hereof and the Closing except as permitted by the provisions of subparagraph (d) of paragraph 6 and not reflected on the Closing Date Balance Sheet;
Interim Liabilities. All material liabilities of, or claims against, the Seller arising out of the conduct of the Seller's business between December 31, 1996 and the Closing otherwise than in ordinary course, or arising out of any presently existing contract or commitment of the character described in subparagraph (L) of paragraph 8 and not listed therein, or arising out of any contract or commitment entered into or made by the Seller between the date hereof and the Closing except as permitted by the provisions of subparagraph (E) of paragraph 8 and not reflected on the Closing Date Balance Sheet;
Interim Liabilities. 31 Section 5.12 Reports.......................................................... 31 Section 5.13 Shareholders' Meeting............................................ 31 Section 5.14 Conveyance Taxes................................................. 32 Section 5.15 Delisting........................................................ 32 Section 5.16 Solvency Letters................................................. 32
Interim Liabilities. 36 Section 5.11 Reports...........................................36 Section 5.12
Interim Liabilities. All liabilities and obligations of the Seller reflected on its books of account on the Closing Date that have been incurred between the Balance Sheet Date and the Closing Date in the usual and ordinary course of business of the Seller, to the extent that the transactions are not inconsistent with the representations, warranties, and covenants of the Seller contained in this Plan.
Interim Liabilities. 3 Section 2.2. Excluded Liabilities and Obligations . . . . . . . 3

Related to Interim Liabilities

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • 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.

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

  • Contingent Liabilities Assume, guarantee, endorse or otherwise become contingently liable for the obligation of any Person except by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, and except for obligations arising in connection with the sale of Mortgage Loans with recourse in the ordinary course of Borrower's business.

  • Default Liabilities 11.1 The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”). The non-defaulting party (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party A, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.