CORPORATION LIABILITIES Sample Clauses

CORPORATION LIABILITIES. The Corporation shall assume responsibility under the Welfare Plans it adopts for Media Information Employees for employer Liabilities arising on and after the Effective Date, including such Liabilities relating to actions or omissions of or by the Corporation or any officer, director, employee or agent of the Corporation, or fiduciary or agent of such Welfare Plan, with respect to the following persons:
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CORPORATION LIABILITIES. The Corporation shall assume responsibility for employer Liabilities under its Welfare Plans arising on and after the Effective Date, including such Liabilities relating to actions or omissions of or by the Corporation or any officer, director, employee or agent of the Corporation, or fiduciary or agent of such Welfare Plan, with respect to the following persons:
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CORPORATION LIABILITIES. (a) The Corporation shall have paid in full its term loan from Agility Capital in the current principal amount of $150,000 (including any interest accrued thereon). (b) The liabilities of the Corporation as of the Closing Date, not including any brokers' or similar fees payable by the Corporation to CIBC World Markets Corp. but specifically including any legal or accounting fees to be paid pursuant to Section 9.12(c) below, shall not exceed $3,600,000.
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CORPORATION LIABILITIES. From and after the Closing, the Purchaser shall, and shall cause its Affiliates (including the Corporation) to, use reasonable best efforts to: (1) sublease the property (the “Office Space”) associated with that certain Lease Agreement, made as of May 11, 2015, between Manufacturers Life Insurance Company, a body corporate, having its head office in Toronto, Canada, and having a local office at Xxxxx 000, 000 - 0xx Xxxxxx X.X. in the City of Calgary, Province of Alberta and the Corporation for the period March 30, 2019 until November 30, 2022 in an amount equal to or greater than, on a monthly basis, [redacted – commercially sensitive information]% of the monthly lease payments and operating expenses of the Office Space; (2) continue to collect all fees and expenses due and payable to the Corporation pursuant to section 5.2 of that certain Seismic Data Purchase Agreement, effective February, 1999, by and between [redacted – confidential information], an Alberta Corporation and [redacted – confidential information], an Alberta Corporation, and [redacted – confidential information], a general partnership carrying on business in the Province of Alberta, as in effect on the date hereof, through January 30, 2020 and shall not take any action that would be reasonably expected to result in a decrease of such fees and expenses due and payable to the Corporation; and (3) mitigate all costs associated with the Corporation Liabilities.
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CORPORATION LIABILITIES. (1) sublease the property (the “Office Space”) associated with that certain Lease Agreement, made as of May 11, 2015, between Manufacturers Life Insurance Company, a body corporate, having its head office in Toronto, Canada, and having a local office ... (2) continue to collect all fees and expenses due and payable to the Corporation pursuant to section 5.2 of that certain Seismic Data Purchase Agreement, effective February, 1999, by and between [redacted – confidential information], an Alberta Corpor... (3) mitigate all costs associated with the Corporation Liabilities.
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CORPORATION LIABILITIES. The Liabilities of the Corporation include, or as of Closing will include, only the following (the "Corporation Liabilities"), it being understood and agreed that notwithstanding Purchaser's acquisition of the Stock, Purchaser shall not assume any of the liabilities of the Corporation which relate to the period prior to the Closing Date other than those set forth below: (a) The liability to make the payments due under the Clinic Agreement and other payments due with respect to the contracts and commitments described in Exhibit 6.06(d) and to perform any other obligations under the Clinic Agreement or such other contracts and commitments which relate to periods from and after the Closing Date; (b) The liability to make the equipment lease payments under the equipment leases listed on Exhibit 6.06(d) (the "Equipment Leases") which relate to periods from and after the Closing Date; (c) The liability to make the payments and to perform any other obligations under the contracts other than the Equipment Leases listed on Exhibit 6.06 (d) which relate to periods from and after the Closing Date;
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CORPORATION LIABILITIES. From and after the Closing, the Purchaser shall, and shall cause its Affiliates (including the Corporation) to, use reasonable best efforts to: (1) sublease the property (the “Office Space”) associated with that certain Lease Agreement, made as of May 11, 2015, between Manufacturers Life Insurance Company, a body corporate, having its head office in Toronto, Canada, and having a local office at Xxxxx 000, 000 - 0xx Xxxxxx X.X. in the City of Calgary, Province of Alberta and the Corporation for the period March 30, 2019 until November 30, 2022 in an amount equal to or greater than, on a monthly basis, 40% of the monthly lease payments and operating expenses of the Office Space; (2) continue to collect all fees and expenses due and payable to the Corporation pursuant to section 5.2 of that certain Seismic Data Purchase Agreement, effective February, 1999, by and between Olympic Seismic Ltd., an Alberta Corporation and AMOCO CANADA PETROLEUM COMPANY, an Alberta Corporation, and AMOCO CANADA OIL AND GAS, a general partnership carrying on business in the Province of Alberta, as in effect on the date hereof, through January 30, 2020 and shall not take any action that would be reasonably expected to result in a decrease of such fees and expenses due and payable to the Corporation; and (3) mitigate all costs associated with the Corporation Liabilities.
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Related to CORPORATION LIABILITIES

  • Certain Liabilities To the Borrower's actual knowledge, none of the present or previously owned or operated Property of the Borrower or any Guarantor or of any of their former Subsidiaries, wherever located: (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by the Borrower or any of the Guarantors, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response that would cause a Material Adverse Change.

  • Credit Union Liability If we do not properly complete a transaction according to this Agreement, we will be liable for your losses or damages not to exceed the amount of the transaction, except as otherwise provided by law. We will not be liable if: (1) your account contains insufficient funds for the transaction; (2) circumstances beyond our control prevent the transaction; (3) your loss is caused by your or another financial institution's negligence; or (4) your account funds are subject to legal process or other claim. We will not be liable for consequential damages, except liability for wrongful dishonor. We exercise ordinary care if our actions or nonactions are consistent with applicable state law, Federal Reserve regulations and operating letters, clearinghouse rules, and general financial institution practices followed in the area we serve. You grant us the right, in making payments of deposited funds, to rely exclusively on the form of the account and the terms of this Agreement. Any conflict regarding what you and our employees say or write will be resolved by reference to this Agreement.

  • Workers’ Compensation Liabilities All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, on or before the Distribution Effective Time and while such individual was employed by Ironwood or an Ironwood Group member shall be retained by Ironwood. Any workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, following the Distribution Effective Time shall be assumed by Cyclerion; provided, however, that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood or an Ironwood Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion or a Cyclerion Group member, such Liability shall be retained by Ironwood or an Ironwood Group member to the extent of such coverage; and provided further, however, that to the extent that Ironwood or an Ironwood Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by Ironwood. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim incurred for a compensable injury sustained by a Cyclerion Employee that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion and each Cyclerion Group member shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies of the disposition and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

  • Indemnification Liability (a) The Licensee will be liable for and will indemnify and save harmless the Owner, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Owner Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Licensee of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Room, the Building or the Lands under this Agreement, provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Owner of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages.

  • Termination Liability If any Pricing Agreement shall be terminated pursuant to Section 7 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 4(a)(viii) and Section 6 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 4(a)(viii) and Section 6 hereof.

  • Pollution Liability Contractors shall provide proof of pollution liability insurance arising out of all operations of the Contractors and subcontractors, due to discharge, dispersal, release, or escape of contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water with bodily injury and property damage limits of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate for: 1) Bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death; 2) Property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed; 3) Defense including loss adjustment costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages; 4) Definition of pollution conditions shall include asbestos, lead, and mold so that these risks are covered if caused by Contractor/successful candidate’s work or operations. 5) Coverage is required on an occurrence form.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Non-Liability (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors and employees, Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise. (b) No Certificateholder (including the Seller if the Seller becomes a Certificateholder) shall have any personal liability for any liability or obligation of the Issuer.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

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