Calculation of Liabilities Sample Clauses

Calculation of Liabilities. Notwithstanding anything to the contrary herein:
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Calculation of Liabilities. This Section shall govern the -------------------------- transfer of assets from the trust fund for the HP L-T Care Plan to a trust fund for the Agilent L-T Care Plan that will be established by Agilent as of the Distribution Date or such other date as HP and Agilent may mutually agree. As soon as reasonably practicable after the Distribution Date, HP shall engage actuaries and cause to be determined for the HP L-T Care Plan the total benefit Liabilities for all participants in such Plan as of the Distribution Date using the assumptions set forth in Schedule 6.6(a).
Calculation of Liabilities. As soon as reasonably practicable -------------------------- after the Distribution Date, the HP GUL program administrator (currently Kirke Van Orsdel, a division of Seabury & Xxxxx, Inc.) shall determine actuarially the total HP GUL benefit Liabilities for all participants in the HP GUL as of the Distribution Date. Such actuarial determination shall be made using actuarial and other assumptions proposed by the HP GUL program administrator that have been agreed to by HP and Agilent prior to the Distribution Date.
Calculation of Liabilities. For purposes of determining the amount of any Liabilities under this Article V but not for purposes of determining whether a breach has occurred, each representation and warranty contained in this Agreement shall be read without regard to any materiality or Material Adverse Effect qualifier contained therein.

Related to Calculation of Liabilities

  • Limitation of Liabilities TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEAK- RYZEX WILL NOT BE LIABLE TO CUSTOMER, THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON FOR ANY LOST REVENUES, PROFITS, GOODWILL OR USE, THE COST OF SUBSTITUTED PRODUCTS OR SERVICES, BUSINESS INTERRUPTION OR ANY DAMAGE TO OR LOSS OF ANY SOFTWARE PROGRAMS, DATA OR REMOVABLE DATA STORAGE MEDIA, FOR THE RESTORATION OR REINSTALLATION OF ANY SOFTWARE PROGRAMS OR DATA, OR FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND HOWEVER CAUSED RELATED TO THE SERVICES OR THE AGREEMENT, OR THE INABILITY TO USE THE PRODUCTS, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE), EQUITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF PEAK-RYZEX HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR EVEN IF THOSE DAMAGES ARE FORESEEABLE. CUSTOMER’S EXCLUSIVE REMEDY IS EXPRESSLY LIMITED TO PERFORMANCE OF THE SERVICES PROVIDED FOR BY THE AGREEMENT OR THE FAIR MARKET VALUE THEREOF. PEAK-RYZEX’S ENTIRE LIABILITY FOR DAMAGES TO CUSTOMER OR OTHERS RESULTING FROM SERVICES PERFORMED UNDER THE AGREEMENT SHALL IN NO EVENT EXCEED THE ANNUAL SERVICES CHARGE PAID BY CUSTOMER, EXCEPT FOR INSTANCES OF PHYSICAL INJURY TO PERSON OR TANGIBLE PERSONAL PROPERTY DAMAGE. PEAK-RYZEX DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT. NEITHER PARTY MAY BRING A LEGAL ACTION UNDER THE AGREEMENT OR RELATED TO THE SERVICES MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION AROSE UNLESS PROVIDED OTHERWISE BY APPLICABLE NONWAIVABLE LAW.

  • Payment of Liabilities Seller shall pay or otherwise satisfy in the Ordinary Course of Business all of its Liabilities and obligations. Buyer and Seller hereby waive compliance with the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) ("Bulk Sales Laws") in connection with the Contemplated Transactions.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

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