Accrued Liabilities; Survival Sample Clauses

Accrued Liabilities; Survival. 19.7.1 Expiration or termination of this Agreement, in whole or in part, shall be without prejudice to any liabilities that shall have accrued prior to such expiration or termination or any remedies to which either Party may be entitled. Such expiration or termination shall not relieve a Party from obligations that are expressly indicated to survive such expiration or termination of this Agreement. In the event that there are any outstanding credit notes that were issued pursuant to this Agreement as of the date of any such expiration or termination, the issuing Party shall pay, promptly and in no event later than forty-five (45) days after such expiration or termination, to the non-issuing Party the amount set forth in such outstanding credit notes and, upon such payment, such notes shall no longer be in effect. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80(b)(4) AND 240.24B-2 19.7.2 Without limiting anything contained in Section 19.6, in the event of any termination of this Agreement for any reason, the following sections shall survive such termination: this Section 19.7 (“Accrued Liabilities; Survival”); Article 1 (“Definitions”); Section 2.3 (“Financial Reporting Committee”), to the extent necessary to exchange Net Selling Prices for purposes of calculating payments that accrued under this Agreement prior to the effective date of termination; Section 2.5 (“Expenses”), with respect to any costs and expenses incurred following termination with respect to the Financial Reporting Committee; Section 3.2.2.2a.ii; Section 3.2.2.2b.iii, last sentence only; Section 3.2.2.4 (“Confidentiality”); Section 3.2.4.4 (“Definition of Gilead Clinical Data”); Section 3.4.1(“Maintenance of Records”), for the time period set forth therein; Section 3.4.2 (“Access to Records”); Section 3.6 (“Publication of Results”) (but solely as it relates to any applicable clinical trials conducted prior to or ongoing at the end of the Term); Section 3.7 (“Third Party Uses of Combination Product Clinical Data”) (second sentence only, but not “provided, however,” and all language thereafter); Section 3.8 (“Limitations on Disclosure of [*]”), with respect to data required to be disclosed after termination pursuant to any provision that s...
Sample 1
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Accrued Liabilities; Survival. (a) Termination of this Agreement, in whole or in part, shall be without prejudice to any liabilities that shall have accrued prior to such termination or any remedies to which either Party may be entitled. Such termination shall not relieve a Party from obligations that are expressly indicated to survive the termination of this Agreement. In the event that there are any outstanding credit notes that were issued pursuant to this Agreement as of the date of any such termination, the issuing Party shall pay, promptly and in no event later than forty-five (45) days after such termination, to the non-issuing Party the amount set forth in such outstanding credit notes and, upon such payment, such notes shall no longer be in effect.
Sample 1

Related to Accrued Liabilities; Survival

  • 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.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • 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”):

  • Indemnification for Taxes (a) From and after the Initial Closing Date, the Sellers will indemnify the Purchaser Indemnified Parties from and against any and all Losses arising out of or resulting from (i) income Taxes imposed on the Company for a Pre-Initial Closing Tax Period; (ii) Taxes of another Person imposed on the Company (A) under Treasury Regulations Section 1.1502-6 (and any similar provision of state, local, or foreign Law) as a result of the Company being a member of any consolidated, unitary, combined or similar group at any time prior to the Initial Closing or (B) as a transferee or successor as a result of a transaction occurring prior to the Initial Closing or by contract entered into prior to the Initial Closing (other than as a result of any customary Tax indemnity, sharing or allocation agreement pursuant to an agreement whose primary subject is not Taxes); (iii) any Taxes of the Sellers imposed on Purchaser as a result of any transactions occurring on the Initial Closing Date; (iv) Taxes imposed on the Company arising from, related to or attributable to the breach or nonperformance of the covenants provided in Section 7.1(j) prior to the Initial Closing; and (v) Taxes imposed on the Company arising from any breach of any representation or warranty, as of the Initial Closing, made by the Company contained in Section 4.16; provided, however, that the Sellers will not be liable under this Section 10.1(a) for any (w) Losses relating to Taxes to the extent that such Taxes were reflected in the Transaction Expenses; (x) Losses arising out of or resulting from any Taxes arising in a Post-Initial Closing Tax Period; (y) Losses relating to Taxes arising from an election made by Purchaser or any of its Affiliates under Section 338 of the Code with respect to the transactions contemplated by this Agreement or any other transaction occurring after the Initial Closing at the direction of Purchaser and not expressly provided for and permitted by this Agreement; or (z) Taxes for which Purchaser is responsible under Section 10.1(c). Except with respect to the Losses relating to Taxes described in clause (iii) of this Section 10.1(a), which will be the sole responsibility of the Sellers, the Sellers’ indemnification obligations under this Section 10.1(a) will be limited to Sellers Loss. Stock Purchase Agreement

  • Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

  • CONTINUING OBLIGATION OF SELLER The Seller shall provide all reasonable assistance necessary for the Purchaser to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period the Seller owned the related Purchased Loan, or (b) a payment made or alleged to have been made to the Seller. Further, the Seller agrees to execute any financing statements at the request of the Purchaser in order to reflect the Purchaser’s interest in the Loans.

  • Liability of Servicer; Indemnification (a) The Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Sub-Servicer and the Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Home Equity Loans. The Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

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