Other Company Liabilities Sample Clauses

Other Company Liabilities. Notwithstanding the limitations of Section 3.2 above, the Company shall be liable to the full extent of the amounts payable pursuant to Sections 1.8 and 1.9 of the US Purchase Agreement, as well as to any liability for damages or indemnification arising by reason of fraud.
Sample 1
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Other Company Liabilities. Except for those specific liabilities of the Company set forth on Schedule D attached hereto (the “Assumed Company Liabilities”), which shall be assumed by Purchaser, the Company shall remain liable for any and all other liabilities of the Company of any kind, character or description, whether known or unknown, actual or contingent, matured or unmatured, liquidated or unliquidated, disputed or undisputed, executory, determined, determinable or otherwise, related to the Company Assets and/or the business of the Company which liabilities arise out of the operation of the business of the Company prior to the Closing Date or as a direct result of the sale of the Membership Interests to Purchaser hereunder (collectively, the “General Liabilities”), but subject to the indemnification provisions of Sections 8.1(a) and 8.1(b) hereof. The Company shall maintain its current general liability insurance through the Closing Date, until such time as Purchaser determines that such coverage is no longer necessary, to cover the General Liabilities.
Sample 1

Related to Other Company Liabilities

  • Intercompany Liabilities Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and

  • 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.

  • Termination without Additional Company Liability (a) In the event that the Executive's employment with the Company shall terminate during the Employment Period on account of:

  • 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.

  • Liabilities of the Company The Company does not have any Obligations of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary Course of Business since the date of the last Financial Statements filed by the Company with the SEC that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Duty Obligations and Liabilities (a) The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Agent deals with similar property for its own account. The powers conferred on the Agent hereunder are solely to protect the Agent’s interest in the Collateral and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith, or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. In addition, the Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Agent in good faith.

  • Certain Liabilities Except as disclosed on Schedule 4.10, to such Credit Parties’ knowledge, none of the present or previously owned or operated Property of any such Credit Party or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Credit Party, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • No Liabilities Upon Closing, Pubco shall have no direct, indirect or contingent liabilities outstanding that exceed in the aggregate $10,000.

  • Liabilities of the Adviser A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of 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.

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