No Post-Closing Liability Sample Clauses

No Post-Closing Liability. Following the Closing, none of the Company, the Plan, the Company’s other Affiliates, the Independent Fiduciary, nor any of their respective directors, officers, trustees or fiduciaries will have any Liability to pay any Annuity Payment.
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No Post-Closing Liability. Following the Closing, the Plan, Company and Independent Fiduciary and their respective affiliates and representatives will not have any liability to pay any annuity payment under the Contract.
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No Post-Closing Liability. Following receipt by Prudential of the Premium Due Date Transfers, the Plan, the Company and the Independent Fiduciary and their respective affiliates and representatives will not have any liability to pay any annuity payment under the Contract.
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No Post-Closing Liability. Following receipt by Insurer of the Premium and Premium Adjustments, if any, the Plan and Plan Sponsor (or any of their respective affiliates or representatives) will not be liable to pay any annuity payment under the Contract for which such Premium and Premium Adjustment, if any, has been received.
Sample 1
No Post-Closing Liability. Following the receipt by the Insurer of the Closing Date Transfers with respect to the Contract, the Plan, the Company and the Independent Fiduciary and their respective affiliates and representatives will not have any liability to pay any annuity payment under the Contract; provided further that, prior to the consummation of a Buy-Out Conversion, Insurer will not have any liability to pay any annuity payment under the Contract directly to any individual listed on the annuity exhibits to the Contract.
Sample 1
No Post-Closing Liability. Following the Group Annuity Contract Issuance, none of the Company, the Plan, the Company’s other Affiliates, the Independent Fiduciary, nor any of their respective directors, officers, trustees or fiduciaries will have any Liability to pay any Annuity Payment.
Sample 1
No Post-Closing Liability. Following receipt by Insurer of the Premium and Premium Adjustments, if any, the Plan and Company] (or any of their respective affiliates or representatives) will not be liable to pay any annuity payment under the Contract for which such Premium and Premium Adjustment, if any, has been received. c. Relationship to the Plan ‐ Insurer is not a trustee of the Plan, a plan administrator, as defined in § 3(16)(A) of ERISA, or an employer any of whose employees are covered by the Plan. d. Commissions ‐ Your financial professional and any entities affiliated with your financial professional may be paid in connection with this sale. The cost of any such payment is included in the Premium paid for the Contract. Compensation for the sale of this product will be 1% the total Premium. If, for any reason, the Premium is increased or decreased, compensation may be adjusted accordingly. Financial professionals are compensated for the sales, marketing, consulting, and educational services they provide to the Plan. The financial professional receives this compensation from Insurer or from another entity through which business is placed. The financial professional is not limited by any agreement with Insurer in the annuity contracts he or she can recommend for purchase. Insurer may pay additional compensation to entities related to the financial professional based on Insurer’s business relationship with that entity. Some additional information: 1. Financial professionals can offer a variety of annuity contracts from a variety of insurance companies. Companies may vary in their compensation arrangements. Differences in expected compensation may affect their recommendations and possibly create conflicts of interest. 2. Financial professionals may qualify for reimbursement costs, including expenses for conferences or seminars, sales or training programs, client entertainment, client investor events and other sponsored events, travel expenses, client prospecting, retention, and due diligence trips. Financial professional or entity to receive compensation: Pentegra Insurance Agency, Inc. TAX ID # for financial professional or entity: 13‐3892096 Entity’s servicing agent, if any: Xxxxx Xxxxxxxx Xx, Vice President Email, phone and address: [Redacted] 0 Xxxxxxxxxx Xxxxx Xxxxx 000, Xxxxxxx XX 00000 [Redacted] Acknowledgment of Compensation Disclosure. Company acknowledges receipt of the compensation disclosure set forth in this subparagraph (d). It was received before purchasing the ...
Sample 1
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Related to No Post-Closing Liability

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Continuing Liability The termination of this Agreement for any reason shall not release either Party from any liability, obligation or agreement which has already accrued at the time of termination. Termination of this Agreement for any reason shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law or otherwise, or which may arise out of or in connection with such termination.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Seller's Liability Seller shall remain liable for all Liability related to workers’ compensation, disability and occupational diseases of or with respect to all of Seller’s employees attributable to injuries, claims, conditions, events and occurrences occurring prior to the Closing Date, which Liability shall be a Retained Liability.

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Continuing Liability Under Collateral Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, the Seller hereby covenants and agrees as follows:

  • No Liability Until Receipt The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Series, until the Custodian actually receives and collects such money.

  • 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.

  • 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.

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