Contracts and Liabilities Sample Clauses
Contracts and Liabilities a. Except as may otherwise be expressly provided for on Schedule 5.15 heretofore delivered to Purchaser and certified as true and correct by the President of Sedeco, that Schedule sets forth all of the following contracts, commitments and obligations of, or which relate to the business of Sedeco, written or otherwise, to which it is a party or by or to which it or its assets or properties are bound or subject and which are in all events material to the business, properties or assets of Sedeco:
(1) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representative (including the Shareholder);
(2) contracts and other agreements with any labor union or association representing any employee;
(3) contracts, commitments and other agreements for the sale of any of Sedeco's assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of Sedeco's assets or properties;
(4) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities;
(5) contracts or other agreements under which Sedeco agrees to indemnify any party or to share tax liability of or with any party;
(6) loan, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreement;
(7) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements;
(8) contracts, commitments and other agreements containing obligations or liabilities of any kind to or with the Shareholder as such;
(9) contracts and other agreements containing covenants of Sedeco not to compete in any line of business or with any person in any geographical area (or not to solicit or accept any business) or covenants of any other person not to compete with Sedeco in any line of business or in any geographical area (or not to solicit or accept any business);
(10) contracts and other agreements relating to the acquisition by Sedeco of any operating business or the capital shares of any other person;
(11) options for the purchase of any asset, tangible or intangible;
(12) contracts and other agreements requiring the payment to any person of an override or similar commission or fee;
(13) contracts and other agreements for the payment of fees or other conside...
Contracts and Liabilities. 8.1 To the best of the Seller’s knowledge and belief, there is no contract, agreement (including, without limitation, any Guarantee, indemnity or any bond or comfort letter), understanding or other arrangement to which the Company is a party which has not been disclosed to the Buyer other than any contract, agreement, understanding or arrangement:
(a) specified in the Disclosure Letter; or
(b) entered into by or on behalf of the Company in respect of the business of the Syndicate or in connection with the Company’s membership of Lloyd’s.
8.2 The Seller has supplied to the Buyer complete, up to date and accurate copies of all contracts, agreements and arrangements specified in the Disclosure Letter.
8.3 The Company has no liabilities (actual or contingent) which would be likely to have a material adverse effect on the Accounts other than any liability:
(a) included in the Accounts;
(b) incurred by or on behalf of the Company in respect of the business of the Syndicate or in connection with the Company’s membership of Lloyd’s; or
(c) described in the Disclosure Letter.
8.4 Other than pursuant to the forms of attorney prescribed by Lloyd’s in respect of the business underwritten by the Company at Lloyd’s pursuant to its participation on the Syndicate for the 2004 to 2008 years of account, the Company has not given any power of attorney or other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment on its behalf.
Contracts and Liabilities. (d) Xxxx of Sale............................................... 6 ------------ (e) Required Consents.......................................... 6 ----------------- (f) Assignment and Assumption of Irving Lease.................. 7 ----------------------------------------- (g) Motor Vehicle Titles....................................... 7 -------------------- (h) Other Documents............................................ 7 --------------- (i) Lien Releases.............................................. 7 ------------- (j) Releases of CTI Employees from Secrecy Agreements.
Contracts and Liabilities. 17.1 As any debts or losses incurred by the branch are a liability of the MND Association, the branch must not enter into any contract of employment. The branch must not incur any liability, with a value exceeding that set out in the MND financial support grant policy, without prior permission of a care director. The branch committee must ensure they comply with the Association’s policies and procedures on branch expenditure. The branch must follow the MND Support Grant Policy. There are guidelines available to help branches follow this policy.
17.2 The branch may not acquire or hold possessions, equipment or property of any kind other than money without the prior approval of the director of finance. As such, property will belong to the MND Association.
Contracts and Liabilities. 18.1 As any debts or losses incurred by the branch are a liability of the MND Association, the branch must not enter any contract of employment or fund or part-fund employment with any third party without permission of an Association director or the Chief Executive. The branch must not incur any liability or enter into any contract, for the provision of goods and services with a value exceeding (or with the potential to exceed) that set out in the MND Financial Support Grant Policy, without prior permission of the Head of Region. The local Branch must not be named as the purchaser and all contracts must state the purchaser as the MND Association. Advice must be sought in advance from the Head of Region especially when seeking to contribute towards funding posts or equipment for third-party organisations. The branch committee must ensure that they comply with the Association’s policies and procedures on branch expenditure.
18.2 The branch may not acquire or hold possessions, equipment or property, other than money, fundraising equipment or IT equipment necessary for the running of the branch. Neither will it donate money, property, possessions or equipment to any other organisation without the prior approval of a director.
Contracts and Liabilities. Each Assigned Contract is valid and binding on each party thereto and is identified on Schedule 1.1. There is no default or claim of default under any provision of any such contract, and no event has occurred which, with the passage of time or the giving of notice (or both), would constitute a default by Hisense (or, to the best of Hisense’s knowledge, by any other party thereto) under any provision thereof, or would permit modification, acceleration or termination of such contract by any party thereto.
Contracts and Liabilities. Any debts or losses incurred by the group are a liability of the MND Association. The group must not enter into any contract of employment. The group must not incur any liability, with a value exceeding that set out in the MND support grant guidance, without prior permission of a director. The planning group will ensure they comply with the MND Association’s policies on group expenditure and financial support. There is guidance available to volunteers on how to apply these policies in practice. The planning group will act in a manner that prevents unnecessary risk to the MND Association, its beneficiaries or to the public. Groups are required to follow procedure and policies on the management of health and safety, data security, financial controls and the safeguarding of children and vulnerable adults.
Contracts and Liabilities. As any debts or losses incurred by the group are a liability of the MND Association, the group must not enter any contract of employment or fund or part-fund employment with any third party without permission of an Association director or the Chief Executive. The group must not incur any liability or enter into any contract, for the provision of goods and services with a value exceeding (or with the potential to exceed) that set out in the MND Financial Support Grant Policy, without prior permission of the Head of Region. The group must not be named as the purchaser and all contracts must state the purchaser as the MND Association. Advice must be sought in advance from the Head of Region especially when seeking to contribute towards funding posts or equipment for third-party organisations. The group must ensure that they comply with the Association’s policies and procedures on expenditure.
Contracts and Liabilities. 5.1 There are attached to the Disclosure Letter a true copy of or a description (which does not omit any material right or obligation) of the following:-
Contracts and Liabilities. 12.1 Save for contracts entered into in the ordinary course of the Company’s business as a Lloyd’s corporate member and the transfer of the run off of Syndicate 1224 at Lloyd’s the Company is not a party to any contract, agreement (including, without limitation, any guarantee, indemnity or any bond or comfort letter), understanding or other arrangement.
12.2 The Company has no liabilities actual or contingent under any of its Funds at Lloyd’s arrangements or otherwise other than in respect of the business underwritten by the Company at Lloyd’s pursuant to its participation on Syndicate 1224 for 1997 to 2000 the years of account.
12.3 The Company does not have any indebtedness outstanding to any party and other than in respect of the business underwritten by the Company at Lloyd’s pursuant to its participation on Syndicate 1224 for the 1997 to 2000 years of account there are no liabilities actual or potential to any third party or otherwise other than as disclosed in the Disclosure Letter.