No Relief of Liabilities Sample Clauses

No Relief of Liabilities. No Transfer by a Member of Beneficial Ownership of any JV Securities shall relieve such Member of any liabilities or obligations to the Operating Company or the other Member, that arose or accrued prior to the date of such Transfer.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
No Relief of Liabilities. The Transfer by a Stockholder of any JV Securities Beneficially Owned by such Stockholder shall not relieve such Stockholder of any liabilities or obligations to the Management Company or any other Stockholder, as the case may be, that arose or accrued prior to the date of such Transfer.
Sample 1Sample 2
No Relief of Liabilities. No Transfer by the Investor of Beneficial Ownership of any Voting Securities of Paraxxxxxx xxxll relieve the Investor of any liabilities or obligations to Paraxxxxxx xxxt arose or accrued prior to the date of such Transfer.
Sample 1Sample 2
No Relief of Liabilities. No Transfer by NBC-Rainbow of Beneficial Ownership of any Shares shall relieve NBC or NBC-Rainbow of any liabilities or obligations that arose or accrued prior to the date of such Transfer.
Sample 1
No Relief of Liabilities. No Transfer by SBC or BellSouth of Beneficial Ownership of any Securities shall relieve such Person of any liabilities or obligations to the Company or SBC or BellSouth, as the case may be, that arose or accrued prior to the date of such Transfer.
Sample 1
No Relief of Liabilities. Neither the termination of this Agreement nor the Transfer by the Shareholder of Beneficial Ownership of any Voting Securities of Paraxxxxxx xxxll relieve the Shareholder of any liabilities or obligations to Paraxxxxxx xxxt arose or accrued prior to the date of such termination or Transfer.
Sample 1
No Relief of Liabilities. No Transfer by an Initial Member of Beneficial Ownership of any Securities shall relieve such Initial Member of any liabilities or obligations to Newco or the other Initial Member, that arose or accrued prior to the date of such Transfer.
Sample 1
AutoNDA by SimpleDocs

Related to No Relief of Liabilities

  • Payment of Liabilities Seller shall pay or otherwise satisfy in the Ordinary Course of Business all of its Liabilities and obligations. Buyer and Seller hereby waive compliance with the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) (“Bulk Sales Laws”) in connection with the Contemplated Transactions.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Subordination of Liabilities [Name of Payor] (the “Company”), for itself, and its successors and assigns, covenants and agrees, and each holder of the Note to which this Annex A is attached (the ‘‘Note’’) by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, interest on, and all other amounts owing in respect of, the Note (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior Indebtedness (as defined in Section 1.07 of this Annex A). The provisions of this Annex A shall constitute a continuing offer to all persons or other entities who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.

  • Absence of Liabilities Except as set forth in the Financial Statements, the Company has no material liabilities, contingent or otherwise, other than (i) obligations not required under generally accepted accounting principles to be reflected in the Financial Statements and (ii) as disclosed on Schedule 2.7 hereto.

  • PAYMENT AND PERFORMANCE OF LIABILITIES The Borrowers shall pay each payment Liability when due (or when demanded, if payable on demand) and shall promptly, punctually, and faithfully perform each other Liability.

  • Novation of Liabilities (a) Each Party, at the request of the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts and Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

  • No Assumption of Liabilities Except as expressly provided in this Agreement, TJC shall not assume any debts, liabilities or obligations of Seller or its Members, shareholders, affiliates, officers, employees or agents of any nature, whether known or unknown, fixed or contingent, including, but not limited to, debts, liabilities or obligations with regard or in any way relating to any contracts (including, without limitation, any employee agreements), leases for real or personal property, trade payables, tax liabilities, disclosure obligations, product liabilities, liabilities to any regulatory authorities, liabilities relating to any claims, litigation or judgments, any pension, profit-sharing or other retirement plans, any medical, dental, hospitalization, life, disability or other benefit plans, any stock ownership, stock purchase, deferred compensation, performance share, bonus or other incentive plans, or any other similar plans, agreements, arrangements or understandings which Seller, or any of its affiliates, maintain, sponsor or are required to make contributions to, in which any employee of Seller participates or under which any such employee is entitled, by reason of such employment, to any benefits (collectively the (“Excluded Liabilities”). For the avoidance of doubt, any liability under any lease for real property for a Franchise, whether or not assumed by TJC, which relates to the period before Closing, shall be an Excluded Liability.

  • Discharge of Liabilities Liabilities of the Partnership include amounts owed to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.

  • Assumption and Exclusion of Liabilities (a) Upon the terms and subject to the conditions set forth in this Agreement, Purchaser shall assume, and agree to pay, perform and discharge as and when due and owing, only the following Liabilities (the “Assumed Liabilities”):

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Distribution Date:

Time is Money Join Law Insider Premium to draft better contracts faster.