Continuing Liabilities. No Employee Plan provides, or has any ---------------------- liability to provide, life insurance, medical or other employee benefits to any Employee upon his or her retirement or termination of employment for any reason, except as may be required by statute, and the Company has not represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) that such Employee(s) would be provided with life insurance, medical or other employee welfare benefits upon their retirement or termination of employment, except to the extent required by statute.
Continuing Liabilities. Except as otherwise provided herein and subject to the terms and conditions of this Agreement, Seller represent, warrant, and covenant that the Company shall have no liabilities at Closing except the following (collectively, the "Continuing Liabilities"):
(1) All liabilities and obligations of the Company that are accrued or reserved against on the Company's balance sheet, dated August 31, 2004 (the "Interim Balance Sheet Date") and as attached hereto as Appendix B (the "Interim Balance Sheet"), and which remain unpaid as of the Closing Date to the extent of any remaining reserve or accrual on the Company's balance sheet, dated as of the Closing Date (the "Closing Balance Sheet");
(2) All liabilities of the Company that are incurred in the ordinary course of the Business, consistent with past practice, subsequent to the Interim Balance Sheet Date and through the Closing Date, which remain unpaid as of the Closing Date and are accrued or reserved against in the Closing Balance Sheet, but only to the extent of such reserve accrual;
(3) Any liability or obligation arising before the Closing Date under the Contracts (as defined in Section 2.01(e) hereof) but only to the extent of any reserve or accrual on the Closing Balance Sheet and all liabilities and obligations arising after the Closing Date under the Contracts.
Continuing Liabilities. Subject to due notification thereof by the Agent where the Securities are registered in the Agent’s name (or that of its nominee) in accordance with the terms of this Debenture, it is expressly agreed that the Chargor shall remain liable to observe and perform all of the conditions and obligations attaching to any of the Securities including the payment of any sum due in respect of the Securities.
Continuing Liabilities. All of the Mortgage Loans, including those Mortgage Loans that are subject to a Pass-Through Transfer, an Agency Transfer or a Whole Loan Transfer, shall continue to be subject to this Agreement, unless otherwise specified in the Reconstitution Agreement. Further, all Mortgage Loans repurchased by the Purchaser pursuant with respect to an Agency Transfer, Pass-Through Transfer or Whole Loan Transfer or otherwise directly or indirectly reacquired by the Purchaser or its designee upon termination of an Agency Transfer or Pass-Through Transfer or otherwise, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.
Continuing Liabilities. All of the Mortgage Loans, including those Mortgage Loans that are subject to a Pass-Through Transfer or a Whole Loan Transfer, shall continue to be subject to this Agreement, and with respect thereto, this Agreement shall remain in full force and effect. In no event shall the Seller be relieved of its obligations set forth in Article III hereof.
Continuing Liabilities. Notwithstanding anything contained herein to the contrary, to the extent that any Assumed Liability assumed by the Buyer pursuant to Section 1.3, or any Damages imposed on the Buyer by operation of law or otherwise in connection with, or which otherwise arises out of or in relation to, the transactions contemplated hereby (other than the Buyer's assumption of the Assumed Liabilities assumed by it pursuant to Section 1.3), results from or arises out of an event or condition which is continuing or continuous in nature, the Buyer shall assume and discharge only that portion of such Assumed Liability or Damage that results from or arises out of that part of the event which occurs or condition which exists after the Effective Date, without, however, releasing any Seller from its obligation to discharge that portion of such Assumed Liability or Damage that results from that part of the event which occurs or condition which exists prior to the Effective Date; provided, however, that the Company shall discharge all of such continuing or continuous Assumed Liabilities or Damages, including, without limitation, those Assumed Liabilities assumed by the Buyer pursuant to Section 1.3 if and to the extent they result from a breach by the Company of any of its representations, warranties or covenants hereunder.
Continuing Liabilities. The Companies shall retain the liability and responsibility for the payment, discharge and/or performance of the following liabilities, covenants or obligations of the Companies after the Closing Time (collectively, the "Continuing Liabilities"):
(a) the Closing Payables/Liabilities, as determined in accordance with the Final Closing Date Statement;
(b) all Governmental Authorizations to which one or more of the Companies are bound or subject;
(c) the Applicable Contracts, to the extent that (i) the liabilities, covenants or obligations thereunder are payable or performable after the Closing, and accrue, occur, arise or relate to the period after the Closing and (ii) such Applicable Contracts are either listed in Schedule 3.13(a), Schedule 3.17(a) or Schedule 3.22(b) or, if they are not required to be listed on Schedule 3.13(a), Schedule 3.17(a) or Schedule 3.22(b) pursuant to the terms hereof, to the extent they were entered into in the Ordinary Course of Business and were entered into in good faith, on an arm's-length basis;
(d) the Employee Benefit Plans, to the extent that any liabilities, covenants or obligations thereunder are payable or performable after the Closing, and accrue, occur, arise or relate to the period after the Closing;
(e) the obligations of IDE to be performed from and after the Closing Time under the Xxxxxxxx Purchase Agreement, including, but not limited to (i) the Xxxxxxxx Contingent Payment Obligations, up to an aggregate of $4,000,000 (plus any interest payable thereon as a result of the late payment thereof), (ii) the obligation of IDE to pay to the Designated Employees, when due, the Assumed Deferred Bonuses pursuant to the terms of the Deferred Bonus Plan and the provisions of Section 2.3.3 of the Xxxxxxxx Purchase Agreement (the terms "Designated Employees", "Assumed Deferred Bonuses" and "Deferred Bonus Plan" shall have the meanings ascribed to such terms in the Xxxxxxxx Purchase Agreement), and (iii) the obligations and liabilities of IDE, as tenant, under any leases of real property described therein, to the extent that any Seller Party has guaranteed or otherwise is responsible for the payment of such obligations (to the sellers under the Xxxxxxxx Purchase Agreement or otherwise);
Continuing Liabilities. 4 1.6 CLOSING........................................................................................ 4 1.7
Continuing Liabilities. FRANCHISEE shall remain liable to CITY for: 1162 1. Fees due in accordance with Article 8 that would otherwise be payable by FRANCHISEE. 1163 2. Liquidated Damages assessed pursuant to Section 11.4. 1164 3. Reports required by Article 7 for Collection activities performed by FRANCHISEE up to and 1165 including the date of termination. 1166 4. Indemnity obligations under Section 10.1. 1167 5. Record keeping and retention obligations under Sections 7.1 and 7.2. 1168 C. Release Customers from Obligations. FRANCHISEE shall allow Construction and Demolition Debris 1169 Customers served by FRANCHISEE to arrange for Construction and Demolition Debris Collection 1170 services with a hauler authorized to perform such services, without penalty or liability for breach 1171 of any contract between FRANCHISEE and its Customers. 1172 D. Remove Containers. FRANCHISEE shall remove all of FRANCHISEE’s Containers from all of 1173 FRANCHISEE’s Collection locations and shall properly Recycle, Process, or Dispose of Construction 1174 and Demolition Debris in such Containers. 1175 ARTICLE 12
Continuing Liabilities. Contractor shall remain liable to the City for reports required by this Agreement for C&D Debris collection activities performed by Contractor up to and including the date of termination; indemnity obligations under Section 13, and record keeping and retention obligations under Section 10.
