Release from Liabilities Sample Clauses

Release from Liabilities. During the term of this Agreement and following its termination, Electronics, Topaz, and the Company shall neither directly or indirectly assert any claims against the Escrow Agent; provided, however, that Electronics, Topaz, and/or the Company may assert claims for willful misconduct or gross negligence. Except for the foregoing, Electronics, Topaz, and the Company hereby waive any claims against the Escrow Agent and release the Escrow Agent from any responsibility arising out of or in connection with the Escrow Agent’s actions or omissions in accordance with the Agreement.
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Release from Liabilities. The Shareholders hereby release the Escrow Agent from any and all liabilities incurred in connection with the due performance of his duties under this Escrow Agreement except for liabilities resulting from the Escrow Agent’s wilful misconduct or gross negligence. This release does not apply to breaches of clause 2.1 of this Escrow Agreement.
Sample 1
Release from Liabilities. 16. 1. Neither Party is responsible for the failure to realize the project or for the delay in realization the 16. 2 The following circumstances are considered to be force-majeur: fire, flood, explosions, accidents, social unrest, breach of the peace, lockouts, wars and other critical situations, Government resolutions; any damages of the main equipment that cause closing of the enterprises; or any industrial conflict, strike, lockout or other situations that can not be controlled by the Party. 16.3 The Party that announces about the force-majeur situation shall inform the other party immediately in writing and shall do its best to ease the situation and continue its responsibilities. 16.4 If the force-majeur situation continues and, probably, will continue for more than three months, the Party that was not informed about the force-majeur situation may terminate the contract in 30 days after a written notification about its intentions. 16.5 In case if the force-majeur situations affect the possibilities of one of the Parties to meet its responsibilities, the fulfillment by the Parties of their responsibilities shall be suspended till the moment of termination the force-majeur situation. In this case none of the Parties will be responsible for the breach of its duties during this period.
Sample 1
Release from Liabilities. (a) The Acquiror shall use its best efforts to have Shareholder 1 released from (i) his liability under the pledge of his life insurance policy (certificate no. 6 380 537-8 issued by Schweizerische Lebensversicherungs-und Rentenanstalt) to Xxxxxxxx & Co. pursuant to an agreement dated March 25, 1996, and (ii) his personal guarantee ("selbstschuldnerische Burgschaft") given to Xxxxxxxx & Co. in the amount of DM 96,000, both securing the current accounts of CSN GmbH with Xxxxxxxx & Co. (b) The Acquiror shall use its best efforts to have Shareholder 2 released from his personal guarantee securing the office lease of CSN GmbH under an agreement with Xxxxxxxx & Co dated October 15, 1997. (c) If, in spite of Xxxxxxxx's best efforts the aforementioned security holders refuse to agree to such release, the Acquiror shall indemnify the respective Shareholder from any liability arising out of the aforementioned security agreements.
Sample 1
Release from Liabilities. (a) The Purchaser agrees to take any and all action necessary to cause the Sellers and its Affiliates to be absolutely and unconditionally released, as soon as reasonably possible following the Closing Date, but in any event not later than thirty (30) days after the Closing Date, from all letters of credit, performance bonds, guarantees and other obligations and similar items issued and outstanding in connection with the Business, relating to the Assumed Liabilities and set forth in Part 8.5 of the Disclosure Schedule (the “Guarantees”), and the Purchaser agrees to continue to use its Best Efforts after the Closing Date to release the Sellers and/or their Affiliates from all Guarantees and shall indemnify the Sellers and hold the Sellers harmless against any Losses arising after the Closing that the Sellers or any of its Affiliates incurs with respect to the failure of the Purchaser to release Sellers and its Affiliates from the Guarantees. (b) If it comes to the attention of Purchaser (through Purchaser’s own diligence, through notification of Purchaser by a third party, through notification of Purchaser by Sellers or any of their Affiliates, or otherwise) that any Seller, or any of their Affiliates, continues to be liable under any Assumed Contract, Purchaser agrees to use its Best Efforts to cause the Sellers and their Affiliates to be absolutely and unconditionally released as soon as reasonably possible after such fact becomes known to Purchaser, but in any event not later than thirty (30) days after such fact becomes known to Purchaser. On the date that is ninety (90) days after the Closing Date, Purchaser shall deliver to Inc. a list of each third party creditor to whom, to the Knowledge of Purchaser, Sellers or any of its Affiliates remain liable, the amount of such liability, and the contract out of which such liability arises. At the request of Inc., Purchaser shall use its Best Efforts to cause the Sellers and their Affiliates to be absolutely and unconditionally released as soon as reasonably possible after such request. (c) The Purchaser shall satisfy the Assumed Liabilities and shall fully and timely meet all obligations with respect to such Assumed Liabilities as they shall come due.
Sample 1
Release from Liabilities. In the event that IHCP determines to sell, transfer, convey or otherwise dispose of the Property pursuant to the Approved Sale, IHCP agrees that WelCare and its affiliates will be released from all liability for any indebtedness with respect to the Property (the "Indebtedness"). IHCP and the Purchaser shall jointly and severally indemnify and hold harmless WelCare and its affiliates, to the fullest extent permitted by law, from all losses, damages, expenses, liabilities, charges, costs, claims, demands, and fees (including, without limitation, amounts paid in satisfaction of judgments, as fines or penalties, attorneys' fees and costs of litigation) sustained or incurred WelCare or its affiliates in connection with the Indebtedness.
Sample 1
Release from Liabilities. SELLERS release BUYERS and ISSUER from any claim, complaint, procedure, liability, obligation, damage or action filed after signing the AGREEMENT, and originated from it due to facts, events or omissions by SELLERS or ADMINISTRATORS, originated from the incorporation of ISSUER per the date of the AGREEMENT, regardless of the amount. For purposes of this Clause, BUYERS must notify SELLERS with respect to any such claim, complaint, procedure, liability, obligation, damage or action referred to in the preceding paragraph, within 30 (thirty) business days after BUYERS are informed of any of such liabilities, except in case the term granted to ISSUER as a consequence of any of such liabilities [STAMP] is less than 30 (thirty) business days, in which case the notice to SELLERS according to this paragraph shall be issued at least 24 (twenty-four) hours before expiration of such term; in the understanding that failure to issue notice according to this Clause shall release SELLERS of any liability in this respect, including its obligations to indemnify according to this Agreement. The provisions of the preceding paragraph shall not be applicable to any notice issued directly to SELLERS.
Sample 1
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Release from Liabilities. As a condition precedent to closing, BUYER ------------------------ shall secure an absolute release of SELLERS from any and all liability with respect to the following: 4.1.1 Note payable to Citizens National Bank with respect to the Joint Venture, including release of SELLERS' guarantees of such note. 4.1.2 All suits, claims and causes of action as might be made or brought by Xxxxxx X. XxXxxxxx or his affiliates as against SELLERS, directly or derivatively, arising from any past participation or profit sharing arrangement with respect to the business or affairs of Argas, Inc.
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Release from Liabilities. As a condition precedent to closing, ------------------------ BUYER shall secure an absolute release of SELLERS from any and all liabilities of the CORPORATION with respect to which the SELLERS may have personal liability, by guaranty or otherwise.
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Related to Release from Liabilities

  • Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency.

  • Release from Contract An employee under contract shall be released from the obligations of the contract upon request under the following conditions:

  • Exceptions from Liability Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

  • ADVISOR’S LIABILITIES AND INDEMNIFICATION (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein. (b) The Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Advisor in contradiction of the Investment Policies. (c) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the obligations or duties hereunder on the part of the Advisor, the Advisor 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. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law. (d) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • ADVISER’S LIABILITIES AND INDEMNIFICATION (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein. (b) The Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Adviser in contradiction of the Investment Policies. (c) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the 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. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law. (d) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party’s performance or non-performance of any duties under this Agreement; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Adviser, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.

  • Release from Escrow (1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares until the Shares are released from escrow pursuant to subsection (2) or surrendered for cancellation pursuant to section 8. (2) The Escrow Agent shall not release the Shares from escrow unless the Escrow Agent has received a letter from the Superintendent or the Exchange consenting to the release. (3) The approval of the Superintendent or the Exchange to a release from escrow of any of the Shares shall terminate this agreement only in respect of the Shares so released.

  • 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.

  • Certain Liabilities To the Borrower's actual knowledge, none of the present or previously owned or operated Property of the Borrower or any Guarantor or of any of their former Subsidiaries, 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 the Borrower or any of the Guarantors, 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 would cause a Material Adverse Change.

  • Retained Liabilities The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

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