Common use of Satisfaction of Liabilities Clause in Contracts

Satisfaction of Liabilities. (a) Promptly following the Closing, the Shareholders shall pay when due all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet to the extent not previously paid and any Taxes attributable to the transactions contemplated by this Agreement. In addition, any and all Taxes attributable to the assumption of the Closing Date Liabilities under Section 4.7(a) or to the distribution of the Excluded Assets under Section 4.7(b), and to any pre-Closing distribution or dividend of assets, including, without limitation, any recognition by the Company of taxable income or gain with respect to the distribution or dividend of the Excluded Assets or any pre-Closing distribution or dividend of assets, shall be Closing Date Liabilities and shall be paid in full by the Shareholders, and neither the Company nor PentaStar shall have any Liability with respect thereto. (b) The Shareholders, at the Shareholders' expense, promptly shall take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from PentaStar at any time. (c) The Acquiror shall pay and perform, as and when due (except to the extent the validity thereof or the Liability therefor is being contested by the Acquiror), the Retained Liabilities.

Satisfaction of Liabilities. (a) Promptly following the Closing, the Shareholders Shareholders, jointly and severally, shall pay when due all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet to the extent not previously paid and any Taxes attributable to the transactions contemplated by this Agreement. In addition, any and all Taxes attributable to the assumption of the Closing Date Liabilities under Section 4.7(a) or to the distribution of the Excluded Assets under Section 4.7(b), and to any pre-Closing distribution or dividend of assets, including, without limitation, any recognition by the Company of taxable income or gain with respect to the distribution or dividend of the Excluded Assets or any pre-Closing distribution or dividend of assets, shall be Closing Date Liabilities and shall be paid in full by the Shareholders, jointly and severally, and neither the Company nor PentaStar shall have any Liability with respect thereto. (b) The Shareholders, at the Shareholders' their expense, promptly shall take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from PentaStar at any time. (c) The Acquiror shall pay and perform, as and when due (except to the extent the validity thereof or the Liability therefor is being contested by the Acquiror), the Retained Liabilities.

Satisfaction of Liabilities. (a) Promptly following the Closing, the Shareholders shall pay when due all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet to the extent not previously paid and any Taxes attributable to the transactions contemplated by this Agreement. In addition, any and all Taxes attributable to the assumption of the Closing Date Liabilities under Section 4.7(a) or to the distribution of the Excluded Assets under Section 4.7(b), and to any pre-Closing distribution or dividend of assets, including, without limitation, any recognition by the Company of taxable income or gain with respect to the distribution or dividend of the Excluded Assets or any pre-Closing distribution or dividend of assets, shall be Closing Date Liabilities and shall be paid in full by the Shareholders, and neither the Company nor PentaStar shall have any Liability with respect thereto. (b) The Shareholders, at the Shareholders' their expense, promptly shall take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from PentaStar at any time. (c) The Acquiror PentaStar shall pay and perform, as and when due (except to the extent the validity thereof or the Liability therefor is being contested by the Acquiror)due, the Retained Liabilities.

Satisfaction of Liabilities. (a) a Promptly following the Closing, the Shareholders shall pay when due all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet to the extent not previously paid and any Taxes attributable to the transactions contemplated by this Agreement. In addition, any and all Taxes attributable to the assumption of the Closing Date Liabilities under Section 4.7(a) or to the distribution of the Excluded Assets under Section 4.7(b), and to any pre-Closing distribution or dividend of assets, including, without limitation, any recognition by the Company of taxable income or gain with respect to the distribution or dividend of the Excluded Assets or any pre-Closing distribution or dividend of assets, shall be Closing Date Liabilities and shall be paid in full by the Shareholders, and neither the Company nor PentaStar shall have any Liability with respect thereto. (b) b The Shareholders, at the Shareholders' their expense, promptly shall take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from PentaStar at any time. (c) c The Acquiror shall pay and perform, as and when due (except to the extent the validity thereof or the Liability therefor is being contested by the Acquiror), the Retained Liabilities.

Satisfaction of Liabilities. (a) a Promptly following the Closing, the Shareholders shall pay when due all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet to the extent not previously paid and any Taxes attributable to the transactions contemplated by this Agreement. In addition, any and all Taxes attributable to the assumption of the Closing Date Liabilities under Section 4.7(a) or to the distribution of the Excluded Assets under Section 4.7(b), and to any pre-Closing distribution or dividend of assets, including, without limitation, any recognition by the Company of taxable income or gain with respect to the distribution or dividend of the Excluded Assets or any pre-Closing distribution or dividend of assets, shall be Closing Date Liabilities and shall be paid in full by the Shareholders, and neither the Company nor PentaStar shall have any Liability with respect thereto. (b) b The Shareholders, at the Shareholders' expense, promptly shall take or cause to be taken any action necessary to remedy any failure of the Premises or the acquired business to comply at the Closing Date with any Legal Requirement, upon receipt of notice from PentaStar at any time. (c) c The Acquiror shall pay and perform, as and when due (except to the extent the validity thereof or the Liability therefor is being contested by the Acquiror), the Retained Liabilities.