Separation of Liabilities Sample Clauses

Separation of Liabilities. The Parties acknowledge and agree that MPS and the Foundation are independent entities and neither will be liable for the other’s contracts, torts, or other actions or omissions, or those of the other’s directors, officers, employees or agents. The Parties shall not make any contract or representation, nor incur any liability or obligation whatsoever, on behalf of or in the name of the other Party.
Sample 1
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Separation of Liabilities. All Indebtedness and other obligations of the MLP Parties shall be Non-Recourse, other than pursuant to the Alon Assets Guarantee and the Insurance Collateral Lien and other than the Permitted IDB Guarantees (and Permitted IDB Liens) and the Specified Additional IDB Guarantees (and Liens securing the Specified Additional IDB Guarantees that are permitted by the definition of such term), and each MLP Party shall otherwise satisfy the requirements of being an Unrestricted Subsidiary. The Administrative Agent shall have received reasonably satisfactory evidence of the foregoing.
Sample 1

Related to Separation of Liabilities

  • Novation of Liabilities (a) Each Party, at the request of the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts and Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

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