LIABILITIES TO BE DISCHARGED Sample Clauses

The 'Liabilities to be Discharged' clause defines the obligations that one or both parties must fulfill, typically involving the payment of debts or settlement of outstanding responsibilities under the agreement. In practice, this clause specifies which liabilities are to be paid, by whom, and within what timeframe, such as ensuring all invoices are settled before the contract ends or upon the occurrence of a specific event. Its core function is to ensure that all financial or legal obligations are clearly identified and properly addressed, thereby preventing disputes over unpaid debts or unresolved duties at the conclusion of the contractual relationship.
LIABILITIES TO BE DISCHARGED. The Acquired Fund will discharge all of its liabilities and obligations prior to the Closing Date.
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LIABILITIES TO BE DISCHARGED. The Reorganizing Fund will discharge all of its liabilities and obligations prior to the Closing Date.
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LIABILITIES TO BE DISCHARGED. The Acquired Fund will discharge all of its liabilities and obligations prior to the Closing Date other than the ordinary course liabilities reflected in the Acquired Fund's net asset value incurred by the Acquired Fund prior to the Closing Date in connection with its on-going business operations (including accrued fees and expenses and payables for securities purchased or for share redemptions) (the "ACQUIRED FUND ORDINARY COURSE LIABILITIES"). Subject to receiving the requisite approval of the shareholders of the Acquired Fund, and subject to other terms and conditions contained in this Agreement and on the basis of the representations and warranties contained in this Agreement, on the Closing Date, the Acquiring Fund shall assume and thereafter in due course pay and fully satisfy, discharge or perform the Acquired Fund Ordinary Course Liabilities which consist of payables for securities purchased. For avoidance of doubt, the Acquiring Fund shall not assume or agree to pay, satisfy, discharge or perform any Acquired Fund Ordinary Course Liabilities other than those consisting of payables for securities purchased (including accrued fees and expenses and payables for share redemptions), any contingent liabilities, or any liabilities arising under any plan adopted by the Acquired Fund under Rule 12b-1 with respect to the sale of the Acquired Fund's shares prior to the Closing Date. (b) The Reorganization Agreement is hereby amended to add the following as new Section 5(l):
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LIABILITIES TO BE DISCHARGED. The Acquired Fund will discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Fund will not assume any liabilities of any kind whatsoever, whether or not such liability is accrued or fixed, known or unknown, absolute or contingent or determined or determinable or when due or become due, of the Acquired Fund.
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LIABILITIES TO BE DISCHARGED. At Closing, Parent or PSC shall retire or discharge the debt set forth on Exhibit 1.1C (the "Discharged Debt") on behalf of Sellers and the Corporations.
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LIABILITIES TO BE DISCHARGED. The Acquired Fund will (a) discharge, or make provision for the discharge of, all of its known liabilities and obligations, and (b) make provision for the assumption of all of its unknown liabilities and obligations by Sentinel Asset Management, Inc., in each case prior to the Closing Date. It is understood and agreed by the parties that the Acquiring Fund shall not assume any of the Acquired Fund's liabilities and obligations, whether known or unknown.
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LIABILITIES TO BE DISCHARGED. The Acquired Fund will discharge all of its liabilities and obligations prior to the Closing Date other than the ordinary course liabilities reflected in the Acquired Fund's net asset value incurred by the Acquired Fund prior to the Closing Date in connection with its on-going business operations (including accrued fees and expenses and payables for securities purchased or for shares redeemed) ("Acquired Fund Ordinary Course Liabilities"). Subject to the terms and conditions contained in this Agreement and on the basis of the representations and warranties contained in this Agreement, on the Closing Date, the Acquiring Fund shall assume and thereafter in due course pay and fully satisfy, discharge or perform the Acquired Fund Ordinary Course Liabilities. For avoidance of doubt, the Acquiring Fund shall not assume or agree to pay, satisfy, discharge or perform any contingent liabilities, or any liabilities arising under any plan adopted by the Acquired Fund under Rule 12b-1 with respect to the sale of the Acquired Fund's shares prior to the Closing Date.
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LIABILITIES TO BE DISCHARGED. 10 c. Issuance and Valuation of Corresponding Shares in the Reorganization................................
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LIABILITIES TO BE DISCHARGED. The Reorganizing Fund shall discharge all of its known and quantifiable liabilities and other known obligations (including, without limitation, any trustee deferred compensation liability or any liabilities arising due to the termination of any Reorganizing Fund contract) prior to or as of the Closing Date. For the avoidance of doubt, the Surviving Fund shall not assume any liabilities or obligations of the Reorganizing Fund in connection with the Reorganization. Any liabilities or obligations not discharged by the Reorganizing Fund as of the Closing Date shall be assumed by the Reorganizing Fund Adviser as of the Closing Date.
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Related to LIABILITIES TO BE DISCHARGED

  • AIR DISCHARGES 6.1 Do you have any air filtration systems or stacks that discharge into the air? Yes ( ) No ( ) 6.2 Do you operate any equipment that require air emissions permits? Yes ( ) No ( ) 6.3 Attach copies of any air discharge permits pertaining to these operations.

  • DISCIPLINE/DISCHARGE 25.01 A Shop ▇▇▇▇▇▇▇, or in the absence of a Shop ▇▇▇▇▇▇▇, another employee in the bargaining unit selected by the employee affected, and in the event the member is a Shop ▇▇▇▇▇▇▇, another Shop ▇▇▇▇▇▇▇ or an official full-time Union Representative, shall be present from the beginning of the meeting when a member of the bargaining unit: a) is given a reprimand which is to be entered on the employee’s personnel file; b) is suspended or discharged. In unusual circumstances, where it is necessary for the Employer to advise an employee by mail of discharge, the Union office will be mailed a copy of such notice. Absence of a Shop ▇▇▇▇▇▇▇ or Assistant Shop ▇▇▇▇▇▇▇ or another employee shall not invalidate the discipline, except in exceptional circumstances. 25.02 The affected employee, a Shop ▇▇▇▇▇▇▇ and the Union, shall be given a copy of any disciplinary notice which is to be entered on an employee's personnel file. The affected employee, the Shop ▇▇▇▇▇▇▇, and the Union shall also be given a copy of any discharge notice that is given to an employee. In all cases of discipline or discharge the Employer shall notify the affected employee, and a Shop ▇▇▇▇▇▇▇ and the Union in writing of the reasons for taking such action. The notice of discipline or discharge shall be given to the affected employee and a Shop ▇▇▇▇▇▇▇ promptly and a copy of the discipline or discharge notice shall be forwarded to the Union office via fax within two (2) business days (excluding Saturday and Sunday and General Holidays) of the event. 25.03 Employees covered by this Agreement shall have access to their own personnel file, upon written request by the employee involved. Employees shall be able to obtain copies of their personnel file when requested, at the employee's expense. The Employer shall keep only one (1) personnel file per employee. (a) Employee’s written corrective action documentation(s) other than suspension will be taken from an employee’s file after fifteen (15) months should no similar offence have occurred during said period. (b) Employee’s suspension documentation(s) will be taken from an employee’s file after thirty (30) months should no similar offence have occurred during said period. (c) All documentation(s) including corrective action and suspension relating to incident(s) and/or complaint(s) of discrimination or harassment nature shall remain in an employee’s file.

  • No Discharge This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

  • Good Discharge (a) Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Secured Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent. (b) The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.

  • DISCIPLINE, SUSPENSION AND DISCHARGE ‌ 15.01 The Employer shall not discipline, suspend, or discharge an Employee without just cause. 15.02 The Employer and the Union recognize the principle of progressive discipline. 15.03 When an Employee is to be disciplined (e.g., documented oral warning, written warning, suspension, or discharge), such discipline shall only be imposed at a meeting with the Employment Supervisor specifically convened for this purpose. Employees will be given forty-eight (48) hours’ notice, the reason(s) for the meeting and will be advised that they are entitled to be accompanied at this meeting by a Union representative. Such notice shall be in writing. The Union shall be copied on any disciplinary letter within three (3) Business Days of such a meeting. 15.04 A documented oral warning or a written warning shall normally precede imposition of a suspension or discharge, except in the case of gross neglect of duty position abandonment, or gross misconduct. 15.05 Where an Employee has received a disciplinary letter, the Employee may attach comments to the letter and the comments will be placed in their personnel file. (a) A disciplinary letter within an Employee’s personnel file shall be deemed null and void and removed from the file after a twenty-four (24) month period from the date of the letter, provided that no further discipline has been recorded within the period noted above. (b) Where, upon an Employee’s graduation from their program at Queen’s University, a disciplinary letter has been in the Employee’s personnel file for a period of no less than twelve (12) months, such a disciplinary letter shall be removed from the Employee’s personnel file at their request. (c) Article 15.06 (b) does not apply when the Employee registers immediately from one program at Queen’s University into another program at Queen’s University. 15.07 In cases involving allegations of serious misconduct or a threat to the safety of a person or property, as a precautionary measure, the ▇▇▇▇ (or delegate) of the faculty in which the Employee works may suspend the Employee with pay during an investigation. Within one (1) Business Day from the time of such a suspension, the Employer shall provide the Employee with a letter setting out the allegation or threat with a copy to the Union. The letter will inform the Employee of their right to Union representation in connection with the matter and a meeting will be scheduled between the parties within three (3) Business Days of the above letter being provided. The parties may delay this meeting by written agreement pending the outcome of an investigation. The Employer will complete the investigation and inform the Employee of the results of the investigation, and of any corrective action that has been or will be taken, normally within ninety (90) calendar days of the commencement of the investigation, unless there are extenuating circumstances warranting a longer investigation. During any meetings between the Employee and the Employer during the investigation, the Employee may choose to be accompanied by a Union representative. Where, at the conclusion of the investigation, the allegations that were investigated are unfounded, there shall be no record of the investigation in the Employee’s personnel file. Where the allegations are founded, the Employer may take disciplinary action.