Liabilities and Commitments Sample Clauses

Liabilities and Commitments. (a) The Company has not borrowed money, increased the amount of existing borrowings or drawn on any credit lines other than under existing credit facilities. (b) The Company has not granted or created any Encumbrance over the Shares or any of its assets or inventory. (c) The Company has not provided any guarantee or other security to any Third Party. (d) No Sellers’ Guarantees have been provided to any Third Party. (e) The Company does not have any material commitments or unusual Liabilities that are not disclosed in the Accounts. (f) The Company does not owe any money or have any outstanding liability to the Sellers. (g) No Sellers nor any Related Entity of any Sellers owes, or will owe at Completion, any money, or has any outstanding liability, to the Company. (h) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation of any person, and has not given a letter of comfort to any person. (i) No offer, tender or quotation given or made by the Company is capable of giving rise to a contract merely by any unilateral act of a Third Party. (j) The transfer of the Shares in accordance with this Agreement does not and will not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking, by which the Company is or may become bound. (k) There are no outstanding commitments of the Company for capital expenditure. (l) The Company is not party to any agreement in terms of which it is, or will be, bound to share its profits or pay any royalties. (m) There are no debts owed to or accounts receivable of the Company at Completion.
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Liabilities and Commitments. 12.1 The Company is not a party to or subject to any agreement, transaction, obligation, commitment, understanding, arrangement or liability (other than a contract for the supply of electricity, gas or water or normal office services) so far as the Warrantors are aware currently in force which: 12.1.1 is incapable of complete performance of the material obligations of the Company in accordance with its terms within 36 months after the date on which it was entered into or undertaken; 12.1.2 is likely to result in a loss to the Company on completion of performance; 12.1.3 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort; 12.1.4 may be terminated or cease to be performed by any counterparty without notice or by giving three months’ notice or less; 12.1.5 involves obligations, restrictions, expenditure or receipts of an unusual, onerous or exceptional nature; 12.1.6 involves or is likely to involve the supply of goods or services by or to the Company the aggregate sales value of which will represent more than five per cent. of the turnover of the Company for its last financial year; 12.1.7 requires the Company to pay any, finders’ fee, royalty, brokerage or commission; 12.1.8 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit; 12.1.9 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or 12.1.10 is in any way otherwise than in the ordinary course of the Company’s business. 12.2 Neither the Company nor any other party to any agreement with the Company is in default under any such agreement nor, so far as the Warrantors are aware, are there any circumstances likely to give rise to such a default and none of the Warrantors are aware of the invalidity of or grounds for rescission, avoidance or repudiation of any of such agreements or any allegation of such a thing, and the Company has not received notice of any intention in writing to terminate any of such agreements. 12.3 The Company is not a party to, nor have its profits or financial position since the Accounts Date been affected by, any agreement or arrangement which is not entirely of an arm’s length nature. 12.4 No offer, tender or the like is outstanding which is capable of being converted into an obligation of the Company that would exceed over $100,000 of income for the Company or would involve expenditure of over $10...
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Liabilities and Commitments. 12.1 The Company is not a party to or subject to any written agreement, transaction (which is in written form), written obligation, commitment, understanding, arrangement or liability which: 12.1.1 is incapable of complete performance in accordance with its terms within 12 months after the date on which it was entered into or undertaken; 12.1.2 is likely to result in a loss to the Company on completion of performance; 12.1.3 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort; 12.1.4 may be terminated or cease to be performed by any counterparty without notice or by giving three months’ notice or less; 12.1.5 involves or is likely to involve obligations, restrictions, expenditure or receipts of an unusual, onerous or exceptional nature; 12.1.6 is a forward contract relating to foreign currency; 12.1.7 involves or is likely to involve the supply of goods by or to the Company the aggregate sales value of which will represent more than five per cent. of the turnover of the Company for its last financial year; 12.1.8 requires the Company, or under which the Company is or may become liable, to make any investment (as defined in Part III of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001 (as amended from time to time)) with, or to deposit any money with, or to provide any loan or financial accommodation or credit (other than normal trade credit) to any person, or to subscribe, convert, acquire, dispose of or underwrite any investment; 12.1.9 requires the Company to pay any, finders’ fee, royalty, brokerage or commission; 12.1.10 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit; 12.1.11 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or 12.1.12 is in any way otherwise than in the ordinary and proper course of the Company’s business, and no offer or tender or the like in respect of any of the above agreements, transactions, obligations, commitments, understandings, arrangements or liabilities is outstanding which is capable of being converted into any of the foregoing by an acceptance or other act of some other person. 12.2 Neither the Company nor so far as the Sellers are aware any other party to any agreement with the Company remaining to be performed in full or in part is in default under any such agreement nor (so far as the Sellers are awa...
Sample 1
Liabilities and Commitments. (a) Seller was incorporated on November 4, 1996. Since the date of its incorporation, (b) BVI was incorporated on November 12, 1996. Since the date of its incorporation, BVI has conducted no business other than to acquire, own and operate the Assets. BVI has no liabilities, obligations, contracts or commitments (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known and whether due or to become due), except liabilities, obligations, contracts and commitments reflected on Schedule 4.23(b).
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Liabilities and Commitments. Except as specified in Schedule 2, no Group Company has granted or created any Encumbrance over the Shares or any of its assets.
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Liabilities and Commitments. 12.1 The contracts listed in Schedule 11: 12.1.1 comprise all of the subsisting contracts to which the Company is a party (other than the Application Agreements) which are material to the Company; and 12.1.2 are valid, enforceable and binding on the Company in accordance with their respective terms. 12.2 The Company is not a party to or subject to any agreement, transaction, obligation or commitment (other than the Application Agreements) which: 12.2.1 is incapable of complete performance in accordance with its terms within 12 months after the date on which it was entered into or undertaken; 12.2.2 is likely to result in a loss to the Company on completion of performance; 12.2.3 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort; 12.2.4 may be terminated or cease to be performed by any counterparty without notice or by giving three months’ notice or less; 12.2.5 is a contract for services (other than a contract entered into on arms' length terms in the ordinary course of business); 12.2.6 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit; 12.2.7 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or 12.2.8 is in any way otherwise than in the ordinary and proper course of the Company’s business. 12.3 Neither the Company nor, so far as the Company is aware, any other party to any agreement with the Company is in default under any contract listed in Schedule 11 nor (so far as the Company is aware) are there any circumstances likely to give rise to such a default and the Company is not aware of the invalidity of or grounds for rescission, avoidance or repudiation of any of such agreements or any allegation of such a thing, and the Company has not received notice of any intention to terminate any of such agreements. 12.4 The Company is not a party to, nor have its profits or financial position since the Accounts Date been affected by, any agreement or arrangement which is not entirely of an arm’s length nature. 12.5 No offer, tender or the like is outstanding which is capable of being converted into an obligation of the Company by an acceptance or other act of some other person.
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Liabilities and Commitments 
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Related to Liabilities and Commitments

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of BEA (collectively, the "BEA Assumed Obligations"): (i) all of the obligations and liabilities of BEA under the BEA Assumable Agreements, and (ii) all obligations and liabilities of BEA with respect to the ownership and operation of the BEA Assets and the conduct of the BEA Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the BEA Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of BEA relating to any of the following matters (collectively, the "BEA Nonassumed Obligations"): (i) the ownership or operation of the BEA Assets or the conduct of the BEA Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of BEA (including without limitation any obligation to any BEA Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the BEA Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of BEA; (iv) those required to be disclosed in the BEA Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the BEA Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by BEA under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of BEA's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of BEA not included in the BEA Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by BEA pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of BEA, other than those, if any, set forth in Section 2(b)(x) of the BEA Disclosure Schedule. All BEA Nonassumed Obligations shall remain and be the obligations and liabilities solely of BEA. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of BEA employees) arising from the ownership or operation of the BEA Assets or the conduct of the BEA Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with BEA entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, BEA and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by BEA and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, BEA or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • 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.

  • LIABILITIES OF THE PARTIES 11.1. The Parties acknowledge that the Seller has a legitimate interest in ensuring prompt payment under the Contract. Should the Buyer breach the terms of payment stipulated in Clause 6 of the Contract and corresponding additional agreements, the Buyer shall pay to the Seller liquidated damages of 0.05% of the amount outstanding per full calendar day of the payment delay. Should the Buyer fail to make 100% payment of Goods cost within 2 days of the time stipulated for payment, the Seller has the right, at its sole discretion, to terminate the Contract by written notice to the Buyer and without further liability upon the Seller. Should the Buyer breach the terms of signing of additional agreements both on provisional price and on final one, and the terms of fulfillment of final settlement, indicated in cl.8.3, the Seller reserves the right at its sole discretion, not to nominate the future Goods lots with further postponement of the delivery or decrease of the whole amount under the current Contract and / or to terminate the Contract without further liability upon the Seller. The Seller and the Buyer are relieved from any responsibility for the partial or complete default of their obligations under the Supply Сontract, if they prove by the documents that proper fulfillment of their obligations became impossible due to shut-down, unscheduled repairs of JSC Naftan OR facilities or due to force-majeure occurrence. The Parties shall bear no responsibility for the failure to properly fulfil their obligations under the Contract by virtue of provisions of law or other laws and regulations (other documents binding for the Seller / consignor) currently in force that prevent the Contract fulfilment, adopted by the respective state authorities or organizations and Belarusian State Concern of Oil and Chemistry (Belneftekhim concern) in particular, in case they were adopted (published) after the Contract signing and directly affect its fulfillment. 11.2. The Parties acknowledge that the Seller has a legitimate interest in ensuring prompt and full loading of the stipulated quantity of Goods and that any failure of the Buyer to load the full quantity of Goods at the time specified in the Contract could cause the Seller significant loss and inconvenience. In particular, the Buyer understands that any such failure may cause the Seller to incur costs including, but not limited to, terminal storage charges, railway demurrage and / or infrastructure charges, and / or vessel demurrage in respect of other vessels. Accordingly, should the Buyer fail to load the full quantity of Goods at the time specified in the Contract: 11.2.1. the final price (Pr(F)) of the Goods shall be increased by 0,05% of the Contract value of the unlifted goods, per full calendar day of delay in lifting; and 11.2.2. the Seller shall have the right, at its sole discretion, to cancel the delivery of the unlifted Goods and / or to terminate the Contract without further liability upon the Seller. 11.2.3. Сompensates to the Seller losses suffered, including, but not limited to the following: charges of the Seller for storage of the Goods in the tanks of the terminal and in tanks of park of Ministry of Railways, charges of the Seller for using an infrastructure of the railways, other connected with this charges including demurrage claims of other vessels. 11.3. The Buyer shall exercise reasonable efforts to ensure that: 11.3.1. for vessels carrying persistent oil products as cargo, the vessel carries on board a certificate of insurance as described in the Civil Liability Convention for Oil Pollution Damage; and 11.3.2. the vessel has in place insurance cover for oil pollution no less in scope and amounts than available under the Rules of P&I Clubs entered into the International Group of P&I Clubs. 11.3.3. the vessel shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to chapter XI of SOLAS (ISPS Code). 11.4. The Seller shall procure that the loading port/terminal/installation shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to Chapter XI of SOLAS (ISPS Code).

  • LIABILITIES AND INDEMNITY 5.1 In the event of any claim or proceeding in respect of personal injury made or brought against the Trust by a Clinical Trial Subject, the Sponsor shall indemnify the Trust, its servants, Agents and employees in accordance with the terms of the indemnity set out at Appendix 4 hereto. 5.2 Nothing in this clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence of that Party or its servants, Agents or employees or to restrict or exclude any other liability of any Party which cannot be so restricted or excluded in law. The CRO expressly disclaims any liability in connection with the Investigational Medicinal Product caused by or allegedly caused by the use or misuse of the Investigational Medicinal Product other than liability for death, personal injury or loss of or damage to property which liability is the result of negligence on the part of the CRO. 5.3 In no circumstances shall any Party be liable to another Party in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. 5.4 Subject to clauses 5.2 and 5.5, the Trust's liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Trust in connection with the performance of the Clinical Trial shall in no event exceed in total the amount of fees payable by the Sponsor or CRO to the Trust under this Agreement. In the case of equipment loaned to the Trust for the purposes of the Clinical Trial, the Trust’s liability arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. 5.5 In respect of any wilful and/or deliberate breach by the Trust, or any breach of clauses 6, 8 and/or 9, the Trust’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed in total twice the value of the contract. 5.6 The Sponsor will take out appropriate insurance cover or will provide an indemnity satisfactory to the Trust in respect of its potential liability under clause 5.1 above and such cover shall be for a minimum of £[…insert amount…] in respect of any one occurrence or series of occurrences arising from one event. The Sponsor shall produce to the Trust, on request, copies of insurance certificates, together with evidence that the policies to which they refer remain in full force and effect, or other evidence concerning the indemnity. The terms of any insurance or the amount of cover shall not relieve the Sponsor of any liabilities under this Agreement.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • Liabilities and Indemnities The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

  • ADVISER’S LIABILITIES AND INDEMNIFICATION (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein. (b) The Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Adviser in contradiction of the Investment Policies. (c) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law. (d) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party’s performance or non-performance of any duties under this Agreement; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Adviser, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.

  • LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with: A. Bad faith, willful misfeasance, reckless disregard of its duties or negligence of the Board of Directors of the Fund, or SMC's acting upon any instructions properly executed and authorized by the Board of Directors of the Fund; B. SMC acting in reliance upon advice given by independent counsel retained by the Board of Directors of the Fund. In the event that SMC requests the Fund to indemnify or hold it harmless hereunder, SMC shall use its best efforts to inform the Fund of the relevant facts concerning the matter in question. SMC shall use reasonable care to identify and promptly notify the Fund concerning any matter which presents, or appears likely to present, a claim for indemnification against the Fund. The Fund shall have the election of defending SMC against any claim which may be the subject of indemnification hereunder. In the event the Fund so elects, it will so notify SMC and thereupon the Fund shall take over defenses of the claim, and (if so requested by the Fund, SMC shall incur no further legal or other claims related thereto for which it would be entitled to indemnity hereunder provided, however, that nothing herein contained shall prevent SMC from retaining, at its own expense, counsel to defend any claim. Except with the Fund's prior consent, SMC shall in no event confess any claim or make any compromise in any matter in which the Fund will be asked to indemnify or hold SMC harmless hereunder. PUNITIVE DAMAGES. SMC shall not be liable to the Fund, or any third party, for punitive, exemplary, indirect, special or consequential damages (even if SMC has been advised of the possibility of such damages) arising from its obligations and the services provided under this agreement, including but not limited to loss of profits, loss of use of the shareholder accounting system, cost of capital and expenses of substitute facilities, programs or services. FORCE MAJEURE. Anything in this agreement to the contrary notwithstanding, SMC shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, earthquake, acts of God, insurrection, war, riot, failure of communication or interruption.

  • 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.

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