RESPONSIBILITY FOR LIABILITIES. Each Party is responsible for the acts and omissions of its own staff and others engaged by it. The Provider shall indemnify and keep indemnified in full the Trust against all claims, costs, damages, expenses, payments and liabilities whatsoever arising whether before or during the term of this Agreement out of or in connection with or in respect of any person employed or engaged by the Provider in connection with the provision of the Services (or the termination of such employment or engagement) which, for the avoidance of doubt, shall include any claim made by any third party arising out of or in connection with or in respect of the employment or engagement of any of the aforesaid persons, where and only to the extent that such claims, costs, damages, expenses, payments and liabilities were due to the acts or defaults of the Provider. The Provider shall take out and maintain appropriate insurance to fully cover its obligations and prospective liabilities under this Agreement. The Provider must provide evidence of its compliance with Clause 7.2 within a reasonable period of time following a written request to do so, which shall include written details of the insurance policy and the Provider shall comply with the Trust’s reasonable requests in relation to such matters.
RESPONSIBILITY FOR LIABILITIES. If Pinnacle or OpCo is unable to obtain, or to cause to be obtained, any consent, substitution, approval, amendment or release required to transfer a Liability to the other party as required by this Agreement or the other Transaction Documents, then until the second (2nd) anniversary of the Time of Distribution, the applicable party shall continue to be bound by such agreement, lease, license or other obligation or Liability and, unless not permitted by the terms thereof or by Law, the other party shall, as agent or subcontractor for such party, as the case may be, pay, perform and discharge fully all the obligations or other Liabilities of such party thereunder from and after the Time of Distribution. The party required to assume such Liability pursuant to this Agreement or the other Transaction Documents shall indemnify the other party, and hold the other party and its Group harmless, against any Liabilities arising in connection therewith; provided, that pursuant hereto the party required to assume such Liability pursuant to this Agreement or the other Transaction Documents shall have no obligation to indemnify any party that has engaged in any knowing and intentional violation of Law, breach of contract, tort, fraud or misrepresentation in connection therewith. The Indemnified Party shall cause each member of its Group without further consideration, to pay and remit, or cause to be paid or remitted, to the other party, promptly all money, rights and other consideration received by it or any member of its Group in respect of such performance (unless any such consideration is an Asset of such Group). If and when any such consent, substitution, approval, amendment or release shall be obtained or the obligations under such agreement, lease, license or other obligations or Liabilities shall otherwise become assignable or able to be novated, the Indemnified Party shall promptly assign, or cause to be assigned, all its obligations and other Liabilities thereunder or any obligations of any member of its Group to the other party without payment of further consideration and such other party shall, without the payment of any further consideration, assume such obligations in accordance with the terms of this Agreement and/or the applicable Transaction Document.
RESPONSIBILITY FOR LIABILITIES. 14.1 The Buyer hereby undertakes to the Seller (for itself and on behalf of each of the Seller’s Group Companies) that after Completion:
14.1.1 it shall duly and properly perform, assume and pay and discharge when due any Assumed Liabilities and any and all Costs incurred or suffered by the Seller and/or any of the Seller’s Group Companies as a result of or relating to any Assumed Liabilities; and
14.1.2 it shall indemnify and hold harmless the Seller and each of the Seller’s Group Companies against any Assumed Liabilities and any and all Costs incurred or suffered by the Seller and/or any of the Seller’s Group Companies as a result of or relating to any Assumed Liabilities.
14.2 The Seller hereby undertakes to the Buyer (for itself and on behalf of each of the Buyer’s Group Companies) that:
14.2.1 it shall duly and properly perform, assume and pay and discharge when due any Excluded Liabilities and any and all Costs incurred or suffered by the Buyer and/or any of the Buyer’s Group Companies as a result of or relating to any Excluded Liabilities; and
14.2.2 it shall indemnify and hold harmless the Buyer and each of the Buyer’s Group Companies against any Excluded Liabilities and any and all Costs incurred or suffered by the Buyer and/or any of the Buyer’s Group Companies as a result of or relating to any Excluded Liabilities.
14.3 The Buyer undertakes with the Seller that, at any time and from time to time on or after Completion, it will at the cost of the Buyer execute and deliver all such further documents of assumption and acknowledgement and/or take such other action as the Seller may reasonably request in order to effect the release and discharge in full of the relevant Seller’s Group Company from any Assumed Liabilities or the assumption by a Buyer’s Group Company as the primary obligor in respect of any Assumed Liabilities in substitution for the relevant Seller’s Group Company.
14.4 The Seller undertakes with the Buyer that, at any time and from time to time on or after Completion, it will at the reasonable cost of the Seller execute and deliver all such further documents of assumption and acknowledgement and/or take such other action as the Buyer may reasonably request in order to effect the release and discharge in full of the relevant Buyer’s Group Company from any Excluded Liabilities or the assumption by a Seller’s Group Company as the primary obligor in respect of any Excluded Liabilities in substitution for the relevant Buyer’s Group Company...
RESPONSIBILITY FOR LIABILITIES. Buyer shall not assume any Liabilities of Seller by virtue of this Agreement or otherwise. Notwithstanding anything herein, in the Original Agreement or in any Related Document to the contrary, except as otherwise expressly provided herein, Buyer is neither assuming nor agreeing to pay or discharge any of the claims against, or liabilities or obligations of, the Seller, Seller's bankruptcy estate or of any other party and nothing in this Agreement shall be construed to the contrary. All claims against, and liabilities and obligations of Seller, and Seller's bankruptcy estate, whether known or unknown, suspected or unsuspected, direct or contingent, in litigation, threatened or not yet asserted or existing with respect to any aspect of the Assets, Seller's bankruptcy case or estate, or this Agreement, arising or existing prior to or on the Closing Date are and shall remain the responsibility of Seller and Seller's bankruptcy estate, and such liabilities or obligations arising after Closing shall be the responsibility of the Buyer. The Order entered by the Court approving this Agreement shall specifically provide that the Buyer is not liable for pre-Closing claims, liabilities or obligations and is not liable as a successor-in-interest to creditors of Seller or Seller's bankruptcy estate.
RESPONSIBILITY FOR LIABILITIES. Buyer shall not assume any Liabilities of Seller by virtue of this Agreement or otherwise.
RESPONSIBILITY FOR LIABILITIES. Seller will be liable for all damages, -------------------------------- including but not limited to, actual, consequential and special damages resulting from any misrepresentations of the above stated facts.
RESPONSIBILITY FOR LIABILITIES. With effect from Completion, each of the Parties shall comply with its obligations in Schedule 7 (Responsibility for Liabilities).
RESPONSIBILITY FOR LIABILITIES. Buyer shall not assume any Liabilities of Seller by virtue of this Agreement or otherwise, including, without limitation, the following:
(a) any obligation or liability related to accounts payable, taxes or warranty claims which relate to goods or services sold by Seller prior to Closing;
(b) claims or obligations related to Seller's employees arising prior to or on the Closing Date, including, without limitation, severance claims, vacation and sick days and all other accrued benefits;
(c) liabilities relating to environmental matters;
(d) any liability or obligation under contracts, agreements, arrangements and understandings of Seller arising prior to or on the Closing Date other than Seller's performance obligations set forth in the Assumed Contracts listed in Schedule 1.1;
(e) any intercompany debt or other liability between the Seller or any shareholder or affiliate of Seller; and
(f) any other liability or obligation of Seller, whether known or unknown, absolute or contingent. Notwithstanding anything herein or in any Related Document to the contrary, except as otherwise expressly provided herein, Buyer is neither assuming nor agreeing to pay or discharge any of the claims against, or Liabilities or obligations of, Seller or of any other party and nothing in this Agreement shall be construed to the contrary. All claims against, and Liabilities and obligations of Seller, whether known or unknown, suspected or unsuspected, direct or contingent, in litigation, threatened or not yet asserted or existing with respect to any aspect of the Assets or the SI Business, or this Agreement, arising or existing prior to or on the Closing Date or arising after closing an account of the SI Business prior to Closing are and shall remain the responsibility of Seller.
RESPONSIBILITY FOR LIABILITIES. 12 10. Employees...........................................................13 11. Warranties..........................................................14 12.
RESPONSIBILITY FOR LIABILITIES. 2.2.1 Except as otherwise provided in this Agreement, the Buyers shall not assume any Liabilities of Seller by virtue of this Agreement or otherwise, including, without limitation, the following:
2.2.1.1 any obligation or liability related to warranty claims which relate to goods or services sold by Seller prior to Closing;
2.2.1.2 liabilities relating to environmental matters arising prior to the Closing except as follows:
2.2.1.2.1 Buyers had Phase I Environmental Assessments completed on February 26 and 27, 1999 for the following Seller's leased facilities: 000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, XX 0000 Xxxx Xxxxxxxx Xxxxxx, Las Vegas, NV 0000 XX 00xx Xxxxx, Xxxxxxxx, XX 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxx, XX
2.2.1.2.2 Buyers and Sellers thoroughly reviewed the above Phase I Environmental Assessments. Buyers and Sellers acknowledge the receipt of the March 10, 1999 letter from Xxxxxxxxxxx Xxxxx, director of Environmental Services at Western Technologies (hereinafter "WT"), regarding WT's opinion of the "environmental issues of significance" for Seller's facilities in Portland, Seattle, Sparks, and Las Vegas. WT's letter is attached as Schedule 2.
