Non-Assumption of Liability. Nothing herein contained shall relieve Borrower from performing any covenant, agreement or obligation on the part of Borrower to be performed under or in respect to any of the Collateral (including rights to the Purchased Loans) or from any liability to any party or parties having an interest therein or impose any liability on Lender for the acts or omissions of Borrower in connection with any of the Collateral. Lender shall not assume or become liable for, nor shall it be deemed or construed to have assumed or become liable for, any obligation of Borrower with respect to any of the Collateral, or otherwise, by reason of the grant to Lender of security interests in the Collateral.
Non-Assumption of Liability. Nothing herein contained shall relieve the Borrower Parties or Xxxxxxx from performing any covenant, agreement or obligation on the part of the Borrower Parties or Hoskins to be performed under or in respect to any of the Collateral or from any liability to any party or parties having an interest therein or impose any liability on Lender for the acts or omissions of the Borrower Parties or Xxxxxxx in connection with any of the Collateral. Lender shall not assume or become liable for, nor shall it be deemed or construed to have assumed or become liable for, any obligation of the Borrower Parties or Xxxxxxx with respect to any of the Collateral, or otherwise, by reason of the grant to Lender of security interests in the Collateral.
Non-Assumption of Liability. Agent shall not assume any debt, liability or obligation of Merchant, except as expressly agreed to herein. Even with respect to such expressly assumed debts, liabilities and obligations, Agent's only liability for such amounts shall be its obligations to Merchant hereunder. Under no circumstances shall Agent have any direct liability to any third party by virtue of this Agreement. Without limiting the foregoing, Agent does not assume any liability to third parties with respect to any Owned Property. Agent does not hereby assume any control or possession of any Owned Property, and no property rights in favor of Agent are granted hereby, other than the lien granted pursuant to Section 20 hereof, and the rights granted pursuant to Section 4.2(c) hereof.
Non-Assumption of Liability. Agent shall not assume any debt, liability or obligation of Merchant, except as expressly agreed to herein. Even with respect to such expressly assumed debts, liabilities and obligations, Agent’s only liability for such amounts shall be its obligations to Merchant hereunder. Under no circumstances shall Agent have any direct liability to any third party by virtue of this Agreement. Without limiting the foregoing, Agent does not assume any liability to third parties with respect to any Property. Agent does not hereby assume any control or possession of any Property.
Non-Assumption of Liability. Nothing herein contained shall relieve the Company from performing any covenant, agreement, or obligation on the part of the Company to be performed under or in respect to any of the Collateral or from any liability to any party or parties having an interest therein, nor shall anything herein be construed to impose any liability on the Bank for the acts or omissions of the Company in connection with any of the Collateral. The Bank shall not assume or become liable for, nor shall it be deemed or construed to have assumed or become liable for, any obligation of the Company with respect to any of the Collateral, or otherwise, by reason of the grant to it of security interests in the Collateral. The Bank shall use reasonable care in the custody and preservation of such of the Collateral as comes into its possession. No act or omission of the Bank's counsel in reviewing document submissions prior to or following the execution of this Security Agreement with respect to any of the Leases or any other Collateral shall, in any way, be deemed to excuse, release or waive any errors, omissions or defects in the procedures, documentation or other practices of the Company. It is understood that the failure of any representation or warranty of the Company with regard to the validity or enforceability of any of the Lease Documents or other Collateral shall be solely dependent upon the Company to assure, at all times, that such warranty or representation continues to be true.
Non-Assumption of Liability. Nothing herein contained shall relieve the Company from performing any covenant, agreement, or obligation on the part of the Company to be performed under or in respect to any of the Collateral or from any liability to any party or parties having an interest therein, nor shall anything herein be construed to impose any liability on the Bank for the acts or omissions of the Company in connection with any of the Collateral. The Bank shall not assume or become liable for, nor shall it be deemed or construed to have assumed or become liable for, any obligation of the Company with respect to any of the Collateral, or otherwise, by reason of the grant to it of security interests in the Collateral. The Bank shall use reasonable care in the custody and preservation of such of the Collateral as comes into its possession.
Non-Assumption of Liability. Effective upon the Closing Date, the Sellers hereby indemnify the Purchaser against all liabilities and obligations of any nature, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date pertaining to: (a) any occurrence or circumstance (whether know or unknown) which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral) relating or pertaining to the Company and or Villa Assets; (b) injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory occurring, taking place on or relating or pertaining to the Company or Villa Assets; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income sales, use, franchise, excise or property tax liabilities of the Company for all periods prior to the Closing Date; (d) existence of any Hazardous Materials (as hereinafter defined in Section 3.6) on the real property subject to the Villa Ground Lease or the disposal of any waste generated by, from or in connection with the Villa Improvements; (e) any agreement or arrangement between Company and the employees of the Company or any labor or collective bargaining unit representing any such employees entered into and/or accruing on and prior to the Closing Date; (f) any severance pay obligation of the Company or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by the Company or to which the Company contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company, all accruing and/or entered into on or prior to the Closing Date; (g) the debts and obligations of Company arising and/or created on or prior to the Closing Date; and (h) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder. Sellers ag...
Non-Assumption of Liability. In entering into this Letter of Intent, none of the Parties nor any Party's respective insurer assumes liability for any acts or omissions performed by any other Party during a past, present, or subsequent period when another Party owned, operated or controlled its wastewater collection and treatment system.
Non-Assumption of Liability. Each Loan Party expressly agrees and confirms that each of the Resigning Agent’s and Successor Agent’s right to indemnification, as set forth in the Credit Agreement, the other Loan Documents and clause (v) above, shall apply with respect to any and all losses, claims and reasonable and documented out-of-pocket costs and expenses that the Resigning Agent or Successor Agent, as applicable, suffers, incurs or is threatened with in connection with this Agreement or the Loan Documents or relating to actions taken or omitted by any Person relating to this Agreement or the Loan Documents whether prior to or after any of the Retirement Date or the Effective Date, in each case in its capacity as Administrative Agent.
Non-Assumption of Liability. Neither PARTY shall be liable to anyone for the acts or failures to act of either PARTY, its agents, or employees. Further, notwithstanding anything herein to the contrary, neither PARTY shall be liable to the other, or to an inmate or inmate's family, for any incidental, indirect, special, consequential, or other damages or for lost profits even if advised in advance of the possibility of such. If PROVIDER is unable to perform due to events beyond its control, PROVIDER shall be relieved of its obligations so affected only for as long as such circumstances prevail.
