Continued Liabilities Sample Clauses

Continued Liabilities. 24 5.11 GE Capital May Perform............................................................... 25 5.12 Right of Setoff...................................................................... 25 5.13 Payments............................................................................. 25 5.14 Use of Proceeds...................................................................... 25 5.15 Accounting........................................................................... 25 5.16 Access............................................................................... 26
Sample 1
AutoNDA by SimpleDocs
Continued Liabilities. Anything herein to the contrary notwithstanding, (a) Parent and each Operating Subsidiary shall each remain liable pursuant to any and all contracts and agreements with any Account Debtor included in any Account (including, for the avoidance of doubt, any and all contracts and agreements entered into by Old JMS with any Account Debtor) to the extent set forth therein to perform all of its duties and obligations pursuant thereto to the same extent as if this Agreement had not been executed; (b) the exercise by GE Capital of any rights pursuant to this Agreement shall not release Parent or any Operating Subsidiary from any of such Person's duties or obligations pursuant to the contracts and agreements relating to any Account; and (c) except to the extent specifically set forth herein, GE Capital shall not have any obligation or liability with respect to any Account by reason of this Agreement or be obligated to perform any of the obligations or duties of Parent or any Operating Subsidiary pursuant to this Agreement or to take any action to collect or enforce any claim for payment assigned pursuant hereto or thereto.
Sample 1

Related to Continued Liabilities

  • 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:

  • 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”):

  • 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.

  • 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.

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

  • Intercompany Liabilities Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and

  • Default Liabilities 6.1 The Parties agree and acknowledge that, if any Party (hereinafter the “Defaulting Party”) commits material breach of any provision hereof, or materially fails to perform or delays in performing any obligation hereunder, such breach or failure or delay shall constitute a default under this Agreement (hereinafter a “Default”), then any non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within 10 working days following the written notice issued by the non-defaulting Party and the rectification requirement, the non-defaulting Party shall be entitled to decide to, at its discretion:

  • Undisclosed Liabilities The Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Company Financial Statements incurred in the ordinary course of business or such liabilities or obligations disclosed in Schedule 2.01(g).

  • LIABILITIES IN EVENT OF TERMINATION Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Time is Money Join Law Insider Premium to draft better contracts faster.