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. As a condition precedent to closing, BUYER ------------------------ shall secure an absolute release of SELLERS from any and all liability with respect to the following:
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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.
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Release from Liabilities. 16. 1. Neither Party is responsible for the failure to realize the project or for the delay in realization the
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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.
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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.
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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.
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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.
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Related to Release from Liabilities

  • Release from Liability Upon the disbursement of the Downpayment, together with the interest earned thereon, in accordance with this Agreement, Escrow Agent shall be relieved and released from any liability hereunder.

  • 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:

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

  • Assumption and Retention of Liabilities; Related Assets (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

  • 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.

  • 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 each Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), relating to (i) the Adviser and its affiliates, (ii) the Fund’s investment strategies and related risks, and (iii) other information, in each case only if supplied by the Adviser for inclusion therein.

  • 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.

  • 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 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.

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