Liabilities Excluded from CCS Sample Clauses

Liabilities Excluded from CCS. 3.4 Losses ............................................................................................10.3(a) Management Agreement ...............................................................................4.9(a) Manuals ............................................................................................4.6(a) Meadow Pines Working Capital ..........................................................................4.2
Sample 1
AutoNDA by SimpleDocs
Liabilities Excluded from CCS. CCS shall not assume and shall have no liability or obligation of any kind for or with respect to any obligation or liability unless expressly assumed by it in accordance with this Agreement, including without limitation having no liability or obligation for or with respect to any of the following (collectively, "Liabilities Excluded from CCS"): (a) Any of MPH's liabilities or obligations with respect to franchise taxes and with respect to federal, state, local or other taxes imposed upon or measured, in whole or in part, by the net income or stockholders' equity of MPH for any period ending on or prior to the Closing Date or with respect to interest, penalties or additions to any of such taxes; (b) Any of MPH's liabilities or obligations with respect to the recapture of federal, state, local or other tax deductions or credits taken by MPH for any period ending on or prior to the Closing Date imposed upon, or any taxable gain recognized by, MPH on account of the Transaction; (c) Any liabilities or obligations of MPH for Taxes incurred as a result of the sale of Assets Transferred to CCS; (d) Liabilities or obligations of MPH arising, from the breach by MPH on or prior to the Closing Date of any term, covenant, or provision of any of the Contracts Assumed by CCS; (e) Liabilities or obligations of MPH or its Affiliates now existing or which may hereafter exist by reason of any alleged violation of Laws by MPH or any of its Affiliates on or prior to the Closing Date; (f) Subject to the provisions of Section 7.5, liabilities or obligations of MPH now existing, except as reflected in the Current Liabilities Assumed by CCS (defined below), or which may hereafter exist by reason of any liability to refund any payment or reimbursement received by MPH from any Payor which is attributable to any period of time ending on or prior to the Closing Date; (g) Liabilities or obligations of MPH under any Contract Assumed by CCS which would be included in the Assets Transferred to CCS but for the provisions of Section 4.7, unless CCS is provided with the benefits thereunder as contemplated in such Section; (h) Liabilities of MPH arising from or in connection with litigation described in Section 5.11, or from or in connection with any other litigation, whether or not pending or threatened, to which MPH or any subsidiary or any Affiliate of MPH is or may become a party with respect to MPH's ownership and operation of its Facility, including, without limitation, all such liabil...
Sample 1

Related to Liabilities Excluded from CCS

  • Excluded Liabilities Notwithstanding anything to the contrary contained herein, Purchaser shall not assume any duties, obligations or liabilities of Seller of any kind, whether known, unknown, contingent or otherwise, other than the Transferred Liabilities, including any duty, obligation or liability: (1) not directly relating to the Transferred Assets; (2) attributable to any acts or omissions to act taken or omitted to be taken by or on behalf of Seller (or any of its Affiliates) prior to the Effective Time in violation of any applicable laws, contracts or legal or fiduciary duties; (3) attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its affiliates or direct or indirect Subsidiaries); (4) for (i) Taxes relating to the Transferred Assets or the Transferred Liabilities for taxable periods (or portions thereof) ending on or prior to the Closing Date and (ii) Taxes for which Seller is liable pursuant to Section 2.1(h); (5) except as expressly set forth in Section 8.13, relating to the Employees in any respect, including the employment or termination of employment of any Employee, in the case of each Branch Employee relating to any period prior to the time such Branch Employee become employed by Purchaser as contemplated hereby, and relating to the Benefit Plans, ERISA, COBRA or the WARN Act in any respect, whether arising before or after the Effective Time (for avoidance of doubt, Excluded Liabilities include any duty, obligation or liability arising under the Seller Employment Agreements, the Parent Equity Incentive Plans, any contract listed on Schedule 6.8(b)(ii) or any plan listed on Schedule 6.8(b)(iii)); (6) arising from circumstances, events or conditions prior to the Effective Time and not expressly assumed hereunder; and (7) all amounts due and payable to any Affiliate (collectively, the “Excluded Liabilities”). For avoidance of doubt, Excluded Liabilities shall include the Perryville Loan Liabilities, and Purchaser shall not be a successor to Seller with respect to any Perryville Loan Liabilities. This Section 2.1(f) is not intended to enlarge the rights of any third parties relating to the Excluded Liabilities. Nothing contained in this Agreement shall prevent either party hereto from contesting matters relating to the Excluded Liabilities with any third party.

  • Claims Excluded The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

  • Exceptions from Liability Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

  • Claims Excluded from Arbitration The following matters will not be subject to arbitration but will instead be adjudicated in the courts of Cleveland County, Oklahoma or such other court in which jurisdiction and venue are proper: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Owner or its assignee for collection of amounts owed by Resident under this Agreement; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in that court in lieu of arbitration.

  • Securities Act Liabilities Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.

  • Products and Completed Operations Personal Injury Liability Contractual Liability The policy shall be on an occurrence form and limits shall not be less than: $1,000,000 Each Occurrence $2,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal & Advertising Injury

  • Indemnification Hereunder Not Exclusive The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company while holding such office.

  • Matters Excluded from Arbitration The following matters will not be subject to arbitration but will instead be adjudicated in the courts of Brazos County, Texas or such other court in which jurisdiction and venue are proper: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Owner or its assignee for collection of amounts owed by Resident under this Agreement; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in that court in lieu of arbitration. The parties agree that if any claim brought in court arises out of an underlying dispute that is subject to arbitration, at either party’s request the judicial action will be stayed pending completion of the arbitration.

  • Liability for Taxes (i) Seller shall be liable for and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from (A) Taxes imposed on the Company or for which the Company may otherwise be liable as a result of having been a member of a Company Group (including Taxes for which the Company may be liable pursuant to Treasury Regulation § 1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the ceasing to be a member of any Company Group) and (B) Taxes imposed on the Company or for which the Company may otherwise be liable for any taxable year or period that ends on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date (the “Pre-Closing Tax Period”), except, in each case, to the extent such Taxes were included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. (ii) For purposes of paragraph (a)(i), whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date, provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as property Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. (iii) Seller shall be entitled to the amount of any refund or credit of Taxes of the Company (including any interest relating thereto) with respect to a Pre-Closing Tax Period to the extent such Taxes were paid by the Company prior to the Closing or by a Seller after the Closing pursuant to Section 8.2(a) or ARTICLE XI which refund or credit is actually recognized by Buyer or its Affiliates (including the Company) after the Closing, net of any cost to Buyer and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date or such refund or credit was included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to the prior sentence within fifteen (15) days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries. To the extent requested by Seller, Buyer will reasonably cooperate with Seller in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Body, Seller agrees promptly to repay the amount of such refund or credit to Buyer. Buyer shall be entitled to any refund or credit with respect to Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to the Company and, to the extent such refund is actually received by Seller or its Affiliates, any such refund or credit shall be paid by Seller to Buyer within fifteen (15) days of the receipt of such refund by Seller. Buyer shall be entitled to any refund or credit included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Buyer and Seller shall take reasonable steps as may be requested by the other Party to obtain any refund or credit to which such Party is entitled under this subparagraph (iii). (iv) Buyer shall be liable for and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless Seller from and against any and all Losses incurred by Seller in connection with or arising from any real property transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!