Other Liabilities Local Church represents and warrants that is has no loans, leases or other debts secured by the Real Property or Personal Property, except those matters set out Schedule 3.2, and that if any debts exist, secured or unsecured, it shall either satisfy all of its debts, loans, and liabilities, or assign or transfer such obligations to its new operating entity prior to or simultaneous with Closing, and solely bear the cost thereof. Local Church must provide sufficient documentation of the same to Annual Conference.
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.
Our Liability (a) The quality and reliability of your electricity supply and the quality, pressure and continuity of your gas supply is subject to a variety of factors that are beyond our control as your retailer, including accidents, emergencies, weather conditions, vandalism, system demand, the technical limitations of the distribution system and the acts of other persons (such as your distributor), including at the direction of a relevant authority. (b) To the extent permitted by law, we give no condition, warranty or undertaking, and we make no representation to you, about the condition or suitability of energy, its quality, fitness for purpose or safety, other than those set out in this contract. (c) Unless we have acted in bad faith or negligently, the National Energy Retail Law excludes our liability for any loss or damage you suffer as a result of the total or partial failure to supply energy to your premises, which includes any loss or damage you suffer as a result of the defective supply of energy.
Excluded Liabilities All Liabilities of the Seller other than the Assumed Liabilities shall be excluded from the sale to the Purchaser, regardless of whether such Liabilities are imposed by law, contract or otherwise (collectively “Excluded Liabilities”), including, without limitation, the following Liabilities: (a) any Liabilities of the Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liabilities for (i) Taxes of the Seller or (ii) Taxes on Purchased Assets to the extent they are allocable to periods ending on and including the Closing Date or (iii) value added Tax resulting from supplies of the Seller or the reduction of input value added Tax claimed by the Seller (alle Verbindlichkeiten bezüglich (i) Steuern des Verkäufers oder (ii) Steuern der verkauften Vermögensgegenstände soweit sie Zeiträumen zuzuordnen sind, die am und einschließlich des Closing Dates enden oder (iii) Umsatzsteuer die aus Vorräten des Verkäufers oder einer vom Verkäufer geforderten Herabsetzung der Vorsteuer resultiert); (c) any Liabilities relating to or arising out of any Excluded Assets or Excluded Contracts; (d) any Liabilities for purchase orders for wood or other consumables that are not an Assumed PO and sales orders or commitments for lumber that are not an Assumed SO; (e) any Liabilities of the Seller which constitute intercompany payables owing to their Affiliated Companies or which constitute debt, loans or credit facilities owing to lenders; (f) any Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets (ii) are issued by the Business’ customers to the Seller on or before Closing (iii) did not arise in the Ordinary Course of Business or (iv) are not validly and effectively assigned to Purchaser pursuant to this Agreement; (g) any claims, Environmental Liabilities, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of the Seller; and (h) any Liabilities arising out of, in respect of or in connection with (i) the failure by the Seller to comply with any law or order of a Governmental Authority, or (ii) payments or entitlements under the EEG received by the Seller or its Affiliates without the respective entitlement.
Retained Liabilities Except as otherwise set forth in this Agreement, and subject to Article VII, the Sellers shall retain, and none of Purchaser or any of its Affiliates shall assume or be responsible for pursuant to this Agreement, any Liabilities of Sellers or any of their Affiliates other than the Assumed Liabilities (such Liabilities other than the Assumed Liabilities, the “Retained Liabilities”). The Retained Liabilities shall include: (a) all Liabilities for which any Seller expressly has responsibility pursuant to the terms of this Agreement or any Ancillary Implementing Agreement, including all Liabilities for which the Sellers have responsibility pursuant to Section 6.6; (b) all Liabilities of any Seller or Conveyed Subsidiary (or Subsidiaries thereof) to the extent related to or arising out of (i) the Excluded Assets (other than any Liabilities for which Purchaser or its Affiliates expressly has responsibility pursuant to the terms of this Agreement or any Ancillary Agreement, and other than any Liabilities that are separately allocated pursuant to any other agreement or transaction related to such Excluded Assets between Seller Parent or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, including any commercial or other agreements unrelated to this Agreement), including Environmental Liabilities, whether arising prior to, on or after the Closing, to the extent arising out of or related to the ownership or occupancy of the Retained Facilities (the “Retained Facilities Environmental Liabilities”) or (ii) the matters set forth on Section 2.5(b)(ii) of the Seller Disclosure Letter (the “Retained Environmental Liabilities”); (c) all Seller Indemnified Taxes; (d) all Seller Transaction Expenses; (e) Seller Parent’s portion of Shared Contractual Liabilities pursuant to Section 2.2(d); (f) all Indebtedness of Seller Parent and its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) that are not Assumed Liabilities under Section 2.4; and (g) all Liabilities of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) set forth in Section 2.5(g) of the Seller Disclosure Letter.
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.
Accrued Liabilities On termination, the rights and liabilities of the Parties that have accrued before termination shall subsist.
Member Liability You are responsible for all transfers you authorize using your Card under this Agreement. If you permit other persons to use your Card or your PIN, you are responsible for any transactions they authorize or conduct on any of your accounts. However, tell us at once if you believe anyone has used your PIN or accessed your accounts without your authority. Telephoning is the best way of keeping your possible losses down. For Visa Debit Card purchase transactions, if you notify us of your lost or stolen card within twenty-four (24) hours of discovery and meet certain conditions, you may not be liable for any losses. This zero liability will apply only if: (i) you can demonstrate that you exercised reasonable care in safekeeping your Card from risk of loss or theft; (ii) you have not reported two or more incidents of unauthorized use to us within the preceding 12 months; and (iii) your account is in good standing. If you notify us of your lost or stolen Card after twenty-four (24) hours of discovery or do not satisfy the conditions set forth above, your maximum liability for losses to your account may be up to $50. These liability limits will apply, provided you did not receive a benefit or the unauthorized use of your Card was by someone without actual, implied, or apparent authority, otherwise the liability limits set forth below may apply. For all other EFT transactions, including ATM Card transactions, if you tell us within two (2) business days, you can lose no more than $50 if someone accessed your account without your permission. If you do not tell us within two (2) business days after you learn of the unauthorized use of your account or Card, and we can prove that we could have stopped someone from accessing our account without your permission if you had told us, you could lose as much as $500. Your liability for unauthorized loan transactions through an EFT service is $50. Also, if your statement shows EFT transfers that you did not make, tell us at once. If you do not tell us within sixty (60) days after the statement was mailed to you, you may be liable for the following amounts if we can prove that we could have stopped someone from making the transfers if you had told us in time: (i) for unauthorized Visa Debit Card purchase transactions - up to the limits set forth above and (ii) for all other unauthorized ATM transactions - up to the full amount of the loss. If a good reason (such as a hospital stay) kept you from telling us, we will extend the time periods. If you believe your Card or PIN have been lost or stolen or that someone has transferred or may transfer money from your account without your permission, call: (000) 000-0000 or write: Alaska Air Group Credit Union 00000 Xxxxxxxxxxxxx Xxxx X, Xxx 000 XxxXxx, XX 00000
Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.
Cyber Liability identity theft insurance with a combined limit of Two Million Dollars ($2,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate;