Purchaser Liabilities Sample Clauses

Purchaser Liabilities. The Purchaser shall be responsible for all Liabilities: (a) for salary, wages, bonuses, commissions, vacations, vacation pay and other compensation relating to the employment of all Transferred Employees or the termination of such employment on and after the Closing Date; and (b) to an Employee who is eligible to receive an offer of employment from the Purchaser pursuant to Section 6.1(1) but does not receive such offer of employment, and which arise directly or indirectly out of, as a result of, in connection with or pursuant to the Vendor’s termination of the employment of such Employee.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
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: (a) Claims for taxes, assessments, fees and penalties due or accrued with respect to the Property after the Closing Effective Date to Governmental Authorities; and (b) Claims arising from or in connection with (i) the presence of Hazardous Substances in, on, under, at, or emanating from, the Property after the Closing Effective Date; (ii) any violation of Environmental Requirements by Purchaser or any other Person in connection with the Property or the use of the Property occurring after the Closing Effective Date. except for (i) Claims arising after the Closing Date but that are based on facts, circumstances, events or actions of Seller prior to the Closing Date or (ii) Claims that the Seller is otherwise liable for pursuant to Section 3.2 below.
Sample 1Sample 2
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.
Sample 1Sample 2
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.
Sample 1
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: (i) any and all Liabilities in connection with Third Party Claims (including claims alleging infringement of Intellectual Property Rights), to the extent relating to or arising out of any use of the Purchased Assets (including the MiC Technology and the CL Technology) after the Closing by Purchaser or its Affiliates, excluding the Liabilities described in Section 2.5(a)(i), (ii) any and all Liabilities for which Purchaser or any of its Affiliates expressly has responsibility pursuant to this Agreement or any Transaction Agreement, (iii) all Taxes relating to the Purchased Assets attributable to a Post-Closing Tax Period, other than any Transfer Taxes borne by Seller pursuant to Section 6.2, and (iv) Transfer Taxes borne by Purchaser pursuant to Section 6.2. For the avoidance of doubt, Seller’s obligations regarding indemnification under Section 7.2(a)(i)-(ii) shall not constitute Purchaser Liabilities.
Sample 1
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.
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs

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.

  • Cyber Liability identity theft insurance with a combined limit of Two Million Dollars ($2,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate;

  • Member Liability You are responsible for all transfers you authorize using your Card under this Agreement. If you permit other persons to use your Card or your PIN, you are responsible for any transactions they authorize or conduct on any of your accounts. However, tell us at once if you believe anyone has used your PIN or accessed your accounts without your authority. Telephoning is the best way of keeping your possible losses down. For Visa Debit Card purchase transactions, if you notify us of your lost or stolen card within twenty-four (24) hours of discovery and meet certain conditions, you may not be liable for any losses. This zero liability will apply only if: (i) you can demonstrate that you exercised reasonable care in safekeeping your Card from risk of loss or theft; (ii) you have not reported two or more incidents of unauthorized use to us within the preceding 12 months; and (iii) your account is in good standing. If you notify us of your lost or stolen Card after twenty-four (24) hours of discovery or do not satisfy the conditions set forth above, your maximum liability for losses to your account may be up to $50. These liability limits will apply, provided you did not receive a benefit or the unauthorized use of your Card was by someone without actual, implied, or apparent authority, otherwise the liability limits set forth below may apply. For all other EFT transactions, including ATM Card transactions, if you tell us within two (2) business days, you can lose no more than $50 if someone accessed your account without your permission. If you do not tell us within two (2) business days after you learn of the unauthorized use of your account or Card, and we can prove that we could have stopped someone from accessing our account without your permission if you had told us, you could lose as much as $500. Your liability for unauthorized loan transactions through an EFT service is $50. Also, if your statement shows EFT transfers that you did not make, tell us at once. If you do not tell us within sixty (60) days after the statement was mailed to you, you may be liable for the following amounts if we can prove that we could have stopped someone from making the transfers if you had told us in time: (i) for unauthorized Visa Debit Card purchase transactions - up to the limits set forth above and (ii) for all other unauthorized ATM transactions - up to the full amount of the loss. If a good reason (such as a hospital stay) kept you from telling us, we will extend the time periods. If you believe your Card or PIN have been lost or stolen or that someone has transferred or may transfer money from your account without your permission, call: (000) 000-0000 or write: Alaska Air Group Credit Union 00000 Xxxxxxxxxxxxx Xxxx X, Xxx 000 XxxXxx, XX 00000

  • 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.

  • Borrower Liability Any Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints each 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 Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Bank 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 Bank 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 9.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 9.8, such Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

  • 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 The Company has no actual or contingent obligations or liabilities (in any capacity including as principal contracting party or guarantor) in relation to any lease, licence or other interest in, or agreement relating to, land apart from the Properties.

  • Our Liability (a) The quality and reliability of your electricity supply and the quality, pressure and continuity of your gas supply is subject to a variety of factors that are beyond our control as your retailer, including accidents, emergencies, weather conditions, vandalism, system demand, the technical limitations of the distribution system and the acts of other persons (such as your distributor), including at the direction of a relevant authority. (b) To the extent permitted by law, we give no condition, warranty or undertaking, and we make no representation to you, about the condition or suitability of energy, its quality, fitness for purpose or safety, other than those set out in this contract. (c) Unless we have acted in bad faith or negligently, the National Energy Retail Law excludes our liability for any loss or damage you suffer as a result of the total or partial failure to supply energy to your premises, which includes any loss or damage you suffer as a result of the defective supply of energy.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!