Purchaser Liabilities Sample Clauses

Purchaser Liabilities. The Purchaser shall be responsible for all Liabilities:
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Purchaser Liabilities. During the period from the date hereof through the earlier of the Effective Time and the Termination Date, neither Parent nor OV2 shall incur any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations incurred or to be incurred in connection with this Agreement or otherwise relating to the Financing or the Transactions.
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Purchaser Liabilities. Notwithstanding anything in this Agreement to the contrary or in any other agreement or document executed by Purchaser in connection with this Agreement or the Transaction, Purchaser Group shall not incur any pecuniary, financial or personal liability or obligation whatsoever, whether known or unknown, accrued, absolute, direct, indirect, contingent or otherwise, for Claims accruing prior to the Closing Date, or which arises after the Closing Date but are based on facts, circumstances, events, or actions of Seller prior to the Closing Date, including but not limited to any pecuniary, financial or personal liability or obligations for Claims arising out of or resulting from the ownership, operation, leasing, use and maintenance through the Closing Date by Seller of the Property. If the Closing fails to occur solely as a result of an uncured Default by Purchaser, Seller will be entitled to retain the Deposit and the Additional Deposit, if any, as its sole and exclusive remedy for this Default. Except as provided in the preceding sentence, Purchaser shall have no further obligation to Seller under this Agreement as of the Closing Date, and under no circumstances will Purchaser Group incur any pecuniary charge or financial liability to Seller or any Person claiming by or through Seller with respect to Purchaser's performance under this Agreement. Seller waives any right to specific performance. The Purchaser shall be liable for all Claims of Other Parties arising after the Closing Date and arising out of or resulting from the ownership, operation, leasing, use and maintenance of the Property including, without limitation:
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Purchaser Liabilities. Notwithstanding anything in this Agreement to the contrary, or in any other agreement or document executed by Purchaser in connection with this Agreement or the transaction contemplated herein, Purchaser Group shall not incur any pecuniary, financial or personal liability or obligation whatsoever, whether known or unknown, accrued, absolute, direct, indirect, contingent or otherwise, for Claims accruing prior to the Closing Date, or which arises after the Closing Date but are based on facts, circumstances, events, or actions of Seller prior to the Closing Date. Purchaser shall have no further obligation to Seller under this Agreement as of the Closing Date, and under no circumstances will Purchaser Group incur any pecuniary charge or financial liability to Seller or any Person claiming by or through Seller with respect to Purchaser's performance under this Agreement, and recovery by any Person for a Purchaser Violation is and shall be limited solely to the Transaction Escrow Deposit.
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Purchaser Liabilities. Without prejudice to any other provision of this Agreement, the Purchaser shall pay, satisfy and discharge all the Assumed Liabilities, and the Purchaser shall indemnify the Seller and its Affiliates and their respective directors, officers and employees (provided, that, the Seller shall be the only party which may request such indemnification from the Purchaser) against all Costs incurred by the Seller or its Affiliates or their respective directors, officers or employees in connection therewith.
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Purchaser Liabilities. Notwithstanding anything in this Agreement to the contrary, or in any other agreement or document executed by Purchaser in connection with this Agreement or the Transaction, Purchaser Group shall not incur any pecuniary, financial or personal liability or obligation whatsoever, whether known or unknown, accrued, absolute, direct, indirect, contingent or otherwise, for Claims accruing prior to the Closing Date, or which arises after the Closing Date but is based on facts, circumstances, events, or actions or inactions of Seller prior to the Closing Date, including but not limited to any pecuniary, financial or personal liability or obligations for Claims arising out of or resulting from the ownership, operation, leasing, and maintenance through the Closing Date by Seller of the Property. Purchaser shall have no further obligation to Seller under this Agreement as of the Closing Date, and under no circumstances will Purchaser Group incur any pecuniary charge or financial liability to Seller or any Person claiming by or through Seller with respect to Purchaser's performance under this Agreement, and recovery by any Person for a violation of any of Purchaser's Obligations under this Agreement shall be limited solely to a claim for damages. Specific performance is not available to Seller. The provisions of this Article 3 shall survive Closing.
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Purchaser Liabilities. (a) Subject to the terms of this Agreement and excluding the Seller Liabilities, at the Closing, Purchaser shall assume and agrees to pay, discharge or perform when due only the following Liabilities (collectively, the “Purchaser Liabilities”), and no others:
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Related to Purchaser Liabilities

  • Other Liabilities Local Church represents and warrants that is has no loans, leases or other debts secured by the Real Property or Personal Property, except those matters set out Schedule 3.2, and that if any debts exist, secured or unsecured, it shall either satisfy all of its debts, loans, and liabilities, or assign or transfer such obligations to its new operating entity prior to or simultaneous with Closing, and solely bear the cost thereof. Local Church must provide sufficient documentation of the same to Annual Conference.

  • Servicer Liability The transferor of servicing shall be liable to the Master Servicer and the Trustee for any servicing obligation violations that occur before, during, and up to and including the day the portfolio is actually transferred. The transferee of servicing shall be liable for any breach of servicing obligations that occurs after the transfer of the servicing portfolio.

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • TRUST AND SHAREHOLDER LIABILITY The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund, nor from the Trustees or any individual Trustee of the Trust.

  • 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:

  • Borrower Liability Either Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • 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.

  • No Other Liabilities Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):

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