Retention of Obligations Sample Clauses

Retention of Obligations. Neither this assignment nor any action or actions on the part of Secured Party shall constitute an assumption of any obligation on the part of Secured Party under the Rental Agreements and Debtor shall continue to be liable for all obligations thereunder, Debtor hereby agreeing to perform each and all of its obligations under the Rental Agreements and to indemnify and hold Secured Party free and harmless from and against any loss, costs, liability or expense (including but not limited to reasonable attorneys' fees, the allocated costs of staff counsel and accountants' fees) resulting from any failure of Debtor to so perform.
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Retention of Obligations. Notwithstanding, anything contained herein to the contrary, nothing herein shall release Assignor from any of its obligations to the Charterer, and Assignor shall continue to remain liable for performance of its obligations under the Charter, and neither Assignee nor any of its successors and assigns shall have any obligation or liability under the Charter by reason of or arising out of this Assignment, nor shall Assignee or its successors and assigns be required or obligated in any manner to perform or fulfill any obligations of Assignor under or pursuant to the Charter, or to make any inquiry as to the nature or sufficiency of any payment received by it or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times.
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Retention of Obligations. At and after the applicable Closing, Sellers shall have sole responsibility for, agree to pay any and all costs and expenses associated with, and on behalf of themselves, their Affiliates and their successors and assigns irrevocably waive any and all claims any of them may have against any Purchaser Indemnified Party associated with, the abandonment and remediation of the Non-Unit Reserve Pits to the extent that such costs and expenses or claims, as the case may be, relate to the ownership or operation of the Producing Properties prior to the Effective Time. In fulfilling their obligations under this Section, Sellers shall comply with applicable Laws.
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Retention of Obligations. Notwithstanding anything in this Joinder and Assignment Agreement, Sponsor shall remain liable to purchase all of the Forward Purchase Securities and Backstop Securities. In the event that Permitted Transferee fails to purchase any or all of its respective Transferee Securities, Sponsor shall promptly purchase from the Company such unpurchased Transferee Securities pursuant to the terms of the Amended and Restated Forward Purchase Agreement.
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Retention of Obligations. Notwithstanding anything in this Assignment Agreement to the contrary, the Assignors shall remain obligated to Seller with respect to all of the Assignors’ obligations, duties, liabilities and commitments under the Securities Purchase Agreement, of whatever kind or nature that have not been specifically assigned hereunder.
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Retention of Obligations. 65 Article VIII SURVIVAL; INDEMNIFICATION; TITLE AND INSPECTION MATTERS.................................66
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Retention of Obligations. Matzorkis agrees to retain all obligations, if any, to pay any and all fees and/or expenses of Xxxxxx Associates ("Xxxxxx") and will hold harmless the Company and all of its Affiliates (as defined below) of any of the foregoing with respect to any and all claims made by or on behalf of Xxxxxx.
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Retention of Obligations. From the Effective Date until the Closing Date, notwithstanding anything to the contrary in this Agreement, Seller hereby expressly retains responsibility for, and in no event shall Purchaser or any Transferee Affiliates assume any liability or have any obligation for, any obligation which would result in the Purchase Price not being a “fixed amount” determined as of the Closing Date within the meaning of Section 514(c)(9)(B)(i) of the Code (a “Contingent Obligation”). In the event that Purchaser determines at any time prior to the Closing that any obligation it would otherwise assume or be subject to upon consummation of the transactions contemplated by this Agreement would constitute a Contingent Obligation, then it shall give prompt written notice to Seller identifying in reasonable detail the nature of the Contingent Obligation. Purchaser and Seller shall jointly use their commercially reasonable efforts to terminate the Contingent Obligation or to reform the Contingent Obligation. If Purchaser and Seller are not able to terminate the Contingent Obligation or to reform it so that Purchaser determines that it is no longer a Contingent Obligation, such obligation shall be specifically deleted from the agreements to be assigned pursuant to this Agreement, and the Cash Amount shall be increased by the fair value of such Contingent Obligation, as agreed upon by Seller and Purchaser or, if they are unable to agree within 10 days of the anticipated Closing Date, then the fair value shall be determined in accordance with Section 9.11. The adjustment to the Purchase Price shall be determined prior to the Closing.
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Related to Retention of Obligations

  • Termination of Obligations Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.

  • Duration of Obligations The Manager’s obligation to provide Disentanglement Services will continue during the period commencing on the date that a Termination Notice is delivered and ending on the date on which the Successor Manager or the re-engaged Manager assumes all of the obligations of the Manager hereunder (the “Disentanglement Period”).

  • Mitigation of Obligations If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.18 or Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

  • Payment of Obligations Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

  • Affirmation of Obligations Each of the Credit Parties hereby acknowledges, agrees and affirms (a) its obligations under the Credit Agreement and the other Loan Documents, including, without limitation, its guaranty obligations thereunder, (b) that such guaranty shall apply to the Obligations in accordance with the terms thereof, (c) the grant of the security interest in all of its assets pursuant to the Loan Documents and (d) that such liens and security interests created and granted are valid and continuing and secure the Obligations in accordance with the terms thereof.

  • Confirmation of Obligations Executive hereby confirms and agrees to his continuing obligation under the Agreement after termination of employment not to directly or indirectly disclose to third parties or use any Confidential Information (as defined in the Agreement) that he may have acquired, learned, developed, or created by reason of his employment with the Company.

  • Delegation of Obligations The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

  • Reaffirmation of Obligations Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

  • Satisfaction of Obligations The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.

  • Ratification of Obligations Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.

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