FB/M Obligations and Xxxxx-Xxxx Party Obligations Sample Clauses

FB/M Obligations and Xxxxx-Xxxx Party Obligations. For the purposes of this Agreement “FB/M Obligations” means: solely with regard to the Properties included within the assets and properties to which Xxxxx-Xxxx FB/M Successor or Pillar FB/M Successor succeeds as a result of the Mergers (except for duties, obligations, claims and liabilities arising from a breach of any representation, warranty or covenant of the Xxxxx-Xxxx Parties under this Agreement or any agreement or instrument delivered in connection herewith), (i) the following duties, obligations, claims and liabilities, arising from, based upon, related to or associated with the Properties, regardless of whether arising before, at or after the Effective Time: (w) any identified and asserted Environmental Defects which have been cured or for which the Purchase Price has been adjusted, (x) the plugging and abandonment of any existing Xxxxx constituting part of the Properties, (y) responsibility for proper disbursement of any amounts held in suspense by the Xxxxx-Xxxx Parties regarding the Properties (expressly limited to the amounts paid, attributed, or credited to Buyer for same at Closing), and (z) any matter for which Buyer received an express downward adjustment to the Purchase Price under Sections 2.02(b)(2), 2.02(b)(3) or 2.02(b)(4) (expressly limited to (i) the amounts of adjustment received by Buyer for same at Closing); (ii) Property Taxes attributable to the period and operation of the Properties after the Effective Time; and (iii) all other duties, obligations, claims and liabilities arising from, based upon, related to or associated with the Properties, insofar and only insofar as the same are solely and directly attributable to the periods and operations occurring from and after the Effective Time (including, without limitation, and subject to Sections 8.05(c)(i) and 8.05(c)(ii), any violation of, or the failure to perform any obligation imposed by any Environmental Laws, insofar and only insofar as attributable to periods and operations on the Properties from and after the Closing Date). Notwithstanding anything stated to the contrary, it is the intent of the parties that the Xxxxx-Xxxx FB/M Obligations be the only obligations and liabilities assumed or made the responsibility of Xxxxx-Xxxx FB/M Successor or Pillar FB/M Successor to which they succeed as a result of the Mergers.
Sample 1
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FB/M Obligations and Xxxxx-Xxxx Party Obligations. For the purposes of this Agreement “FB/M Obligations” means: solely with regard to the Properties included within the assets and properties to which Xxxxx-Xxxx FB/M Successor or Pillar FB/M Successor succeeds as a result of the Mergers (except for duties, obligations, claims and liabilities arising from a breach of any representation, warranty or covenant of the Xxxxx-Xxxx Parties under this Agreement or any agreement or instrument delivered in connection herewith), (i) the following duties, obligations, claims and liabilities, arising from, based upon, related to or associated with the Properties, regardless of whether arising before, at or after the Effective Time: (w) any identified and asserted Environmental Defects which have been cured or for which the Purchase Price has been adjusted, (x) the plugging and abandonment of any existing Xxxxx constituting part of the Properties,
Sample 1

Related to FB/M Obligations and Xxxxx-Xxxx Party Obligations

  • Third Party Obligations 3.1. The THIRD PARTY shall:-

  • Specific Obligations The HSP:

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Royalty Obligations Part 2.7(e) of the Disclosure Schedule contains a complete and accurate list and summary of all royalties, fees, commissions, and other amounts payable by the Seller to any Person (other than sales commissions paid to employees according to the Seller’s standard commissions plan) upon or for the sale, or distribution of any Seller Product or the use of any Seller IP.

  • No Collection Obligations Bank shall be under no obligation or duty to take action to effect collection of, or be liable for, any amounts payable in respect of Securities or Approved Investments if such Securities or Approved Investments are in default, or if payment is refused after due demand and presentation.

  • Client Obligations 3.1 The Client shall:

  • Parties’ Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

  • Supply Obligations Upon Licensor’s request, AbbVie shall either (a) to the extent allowable under such agreements, assign to Licensee or its Affiliates the portion of AbbVie’s agreement(s) with its Third Party manufacturing provider related to the Terminated Antibodies, Terminated Products and placebo used in connection therewith, or alternatively, use Commercially Reasonable Efforts to facilitate Licensor’s entering into a direct supply agreement with such Third Party manufacturing provider of the Terminated Antibodies, Terminated Products and placebo used in connection therewith on comparable terms to those between AbbVie and such Third Party manufacturing provider (in each case assuming AbbVie is then obtaining supply of Terminated Antibodies, Terminated Products or placebo used in connection therewith from a Third Party manufacturing provider) and (b) to the extent AbbVie or its Affiliate is producing its own supply of the Terminated Product, Terminated Antibody or placebo, use Commercially Reasonable Efforts to supply to Licensor the Terminated Antibodies and/or Terminated Products and placebo as requested by Licensor, to the extent reasonably necessary for Licensor’s continued Development and Commercialization of such Terminated Antibodies and/or Terminated Products, until the date on which Licensor notifies AbbVie in writing that Licensor has secured an alternative manufacturer for the Terminated Antibodies and/or Terminated Products, but in no event more for than [***] after the effective date of any expiration or termination of this Agreement. In the case of (b), Licensor shall pay to AbbVie a transfer price for the materials supplied equal to the Manufacturing Cost thereof. Without limiting the foregoing, in either case Licensor shall additionally have the right to immediately have AbbVie commence the transfer of the Manufacturing Process to Licensor or its designee, with such transfer to be carried out in accordance with the terms of Section 3.5.3, applied mutatis mutandis. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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