Termination and Liabilities Sample Clauses

Termination and Liabilities. In the event either Party validly elects to terminate this Agreement pursuant to the provisions of this Article VIII or the Agreement expires by its own terms, the liabilities and obligations of the Parties shall cease as of the date of termination, except that each Party shall be responsible for: (a) any payments or other obligations arising or accruing prior to the termination date and (b) any breach arising after termination or expiration with respect to obligations that continue after such expiration or termination. Neither Party shall be liable to the other for any damages resulting from any event of force majeure. The Parties agree that upon such termination, they will mutually work to assure an orderly transition of services.
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Termination and Liabilities. (a) This Underwriting Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Underwritten Securities, if after the date of this Underwriting Agreement and prior to such time there has occurred a development or event of the kind specified in Section 7(i), 7(j) or 7(k). (b) If this Underwriting Agreement is terminated pursuant to this Section 11, such termination shall be without liability of any party to any other party except as provided in Sections 6 and 8 hereof, and provided further that Sections 1A, 1B, 9 and 12 hereof shall survive such termination and remain in full force and effect.
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Termination and Liabilities. Section 6.1
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Termination and Liabilities. 41 (a) Master Servicing Default............................... 41 (b) Trustee to Act; Appointment of Successor............... 43 (c) Notification to Bondholders............................ 44
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Termination and Liabilities. 39 SECTION 7.01. VOLUNTARY TERMINATION..........................................................................39 SECTION 7.02. INVOLUNTARY TERMINATION OF SERVICER............................................................40 (i) 3 SECTION 7.03. SERVIER'S DUTIES UPON TERMINATION; PAYMENT TO SERVICER.........................................43 SECTION 7.04. AGREEMENT TO PAY ATTORNEYS' FEES...............................................................44
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Termination and Liabilities. Section 6.01. Voluntary Termination 18 Section 6.02. Involuntary Termination 18 Section 6.03. Celink’s Duties Upon Termination; Payment to Celink 19 Section 6.04. Access to Celink’s Records 20 Section 6.05. Agreement to Pay Attorneys’ Fees 20
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Termination and Liabilities of the Parties after Termination 19.1 Upon termination or expiration of this Agreement, if there are Current Students who have not finished their courses in any Training Center, Party B shall keep the necessary number of trainers, teaching facilities and premises, and continue to be responsible for providing the relevant services (such as continuous education and certification) to such Current Students, and at the same time cease enrolling S1 students. If Party B fails to accomplish the continuous education for the Current Students, it shall refund to the students all fees. Party B shall complete all deregistration procedures of the Training Center with the relevant administration for industry and commerce and the relevant tax bureau within ten (10) days from accomplishment of the continuous education and certification for such Current Students or the refund of all fees to such students. 19.2 Upon termination or expiration of this Agreement, if there are no Current Students in any Training Center and Party B has settled all payments with Party A, Party B shall complete all deregistration procedures of the Training Center with the relevant administration for industry and commerce and the relevant tax bureau within ten (10) days from such termination or expiration. 19.3 Party B shall, within three (3) business days from the termination or expiration date of this Agreement, return all original materials containing Party A’s confidential information, as well as all trademarks, marks, logos, promotion materials, documents, disc copies and authorized bronze plates and teaching discs, etc, and complete the business handover procedures with Party A. 19.4 From the termination or expiration date of this Agreement, Party B shall immediately stop the enrollment activities of the Training Centers and any relevant advertising activities, and stop the use of Party A’s trademarks, trade name, plates and marks, including the similar and confusing designs, words and logos. 19.5 Within five (5) days from the termination or expiration date of this Agreement, Party B must remove Party A’s trademarks and trade name and the plates, logos and marks related to Party A’s business image from the buildings and other equipment and supplies of the Training Centers by itself. In the event of any failure by Party B to remove such stuff on time, Party A shall have the right to carry out such removal by itself or entrust any other person to do so, and Party B shall not prevent such removal...
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Termination and Liabilities. Section 5.01. Limitation on Resignation and Assignment by the Subservicer...............................................28 Section 5.02.
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Termination and Liabilities 
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Related to Termination and Liabilities

  • Litigation and Liabilities There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

  • Indemnification and Liability To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

  • Taxes and Liabilities The Company shall pay when due all material taxes, assessments and other liabilities except as contested in good faith and by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established.

  • Refund Liabilities 8.4.1 The State shall be liable for interest on refunds from the date the refund is credited to a State account until the date the refund is debited from the State account for program purposes. The State shall apply a $50,000 refund transaction threshold below which the State shall not incur or calculate interest liabilities on refunds. A transaction is defined as a single deposit. 8.4.2 For each refund, the State shall maintain information identifying: (1) date a refund is credited to a State account (2) date of the subsequent deposit of Federal funds against which the refund is offset

  • Warranties and Liabilities You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Termination and Liquidation Section 9.01.

  • Termination and Expenses 12.1 Termination 97 12.2 Effect of Termination 98 12.3 Fees and Expenses 99

  • Insurance and Liability 13.1 The Contractor shall pay UNDP promptly for all loss, destruction, or damage to the property of UNDP caused by the Contractor’s personnel or by any of its subcontractors or anyone else directly or indirectly employed by the Contractor or any of its subcontractors in the performance of the Contract. 13.2 Unless otherwise provided in the Contract, prior to commencement of performance of any other obligations under the Contract, and subject to any limits set forth in the Contract, the Contractor shall take out and shall maintain for the entire term of the Contract, for any extension thereof, and for a period following any termination of the Contract reasonably adequate to deal with losses: 13.2.1 insurance against all risks in respect of its property and any equipment used for the performance of the Contract;

  • Indemnification and Liability Insurance The Subdivider hereby agrees to hold the City of Avon, its officers, directors, agents and employees harmless and to indemnify them against all claims, expenses and liability as a result of loss or injury arising out of the clearing of land or construction of the Subdivision and public improvements. Prior to the commencement of any construction on the Subdivision site, Subdivider agrees to provide the City with proof of One Million ($1,000,000.00) Dollars liability insurance protecting the City from liability arising out of the development of the Subdivision and public improvements. Subdivider shall not allow this insurance to expire earlier than the effective period of any maintenance bond, and shall provide a copy of the insurance policy to remain, at all times, with the Director of Finance of the City.

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