The Liabilities. As used in this Mortgage, the term “Liabilities” means and includes all of the following:
(i) all performance and payment obligations to the Lender arising under or in connection with the Loan Agreement, the Note, this Mortgage or any of the other Loan Documents, other than the obligations under each of the Limited Repayment Guaranty, Guaranty of Non-Recourse Carveouts, and Unsecured Environmental Indemnity Agreement, which obligations are and shall remain, for as long as Lender deems necessary, unsecured obligations;
(ii) all payment, reimbursement, indemnification and other obligations to the Lender, in each case howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due, arising out of or in connection with the Loan Agreement, the Note, this Mortgage or any of the other Loan Documents;
(iii) all indebtedness of any kind arising under, and all amounts of any kind which at any time become due or owing to the Lender under or with respect to, all of the covenants, obligations and agreements in, under or pursuant to the Loan Agreement, the Note, this Mortgage, and the other Loan Documents;
(iv) any and all advances, costs or expenses paid or incurred by the Lender (a) to protect any or all of the Collateral (hereinafter defined) and other collateral under the Loan Documents, (b) to perform any obligation of the Borrower hereunder and any obligation of the Borrower under the Loan Agreement, the Note or any other Loan Documents or collect any amount owing to the Lender, which is secured hereby or under the Loan Documents;
(v) interest on all of the foregoing including, where applicable, interest at the Default Interest Rate (as defined in the Note) as applicable to the Note Rate (as defined in the Note); and
(vi) all costs of enforcement and collection (including, without limitation, attorneys’ fees and court costs) of this Mortgage, the Loan Documents and any of the foregoing.
The Liabilities. Indemnification of liabilities incurred by the Insured in the course of undertaking the Insured Projects as defined herein.
The Liabilities. Subject to the consent where necessary of other contracting parties (which the Parties hereto shall use their reasonable best efforts to obtain) SAVVIS shall as from the Effective Date assume, perform and discharge all Liabilities. If it proves impossible to obtain any such consent in relation to any of the Liabilities, SAVVIS will assume, perform and discharge such Liability as agent for and on behalf of Seller and will indemnify Seller accordingly. Seller will indemnify SAVVIS for contractual liabilities for goods or services delivered prior to the Effective Date.
The Liabilities. 5.1 Subject to the consent where necessary of other contracting parties (which the Parties hereto shall use their reasonable best efforts to obtain) SAVVIS shall as from the Effective Date assume, perform and discharge all Liabilities. If it proves impossible to obtain any such consent in relation to any of the Liabilities, SAVVIS will assume, perform and discharge such Liability as agent for and on behalf of Seller and will indemnify Seller accordingly. Seller will indemnify SAVVIS for contractual liabilities for goods or services delivered prior to the Effective Date.
5.2 For purposes of effecting the transfer by Seller to SAVVIS of certain contractual obligations and the assumption of such obligations by SAVVIS, the parties have executed as of even date herewith an Assignment and Assumption Agreement substantially in the form of EXHIBIT A to this Agreement.
The Liabilities. LIMITED BY SECTIONS 9.1 AND 9.2 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE; (iii) EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; (iv) ATTORNEYS FEES AND COSTS, AND (v) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS SECTION 9, LICENSOR’S (AND ITS AFFILIATES, LICENSORS AND AGENTS) LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
The Liabilities. Any cash in hand (including till receipts) and at bank, any cheques, bills, notes, securities, and any debtors of the Seller not referable to the Business.
The Liabilities. As of the date of this Agreement, the total amount of the Liabilities is (a) no more than thirty nine million four hundred and eleven thousand seven hundred and twenty two Dollars and forty four cents ($39,411,722.44), consisting of unpaid Loan and accrued interest in the sum of thirty eight million nine hundred and thirteen thousand six hundred and forty four Dollars and fifty four cents ($38,913,644.54) and Swap Liabilities in the sum of four hundred and ninety eight thousand and seventy seven Dollars and ninety cents ($498,077.90), plus (b) such amount due and payable for the early termination of the relevant Swap Transaction made between the Swap Bank and African Glory Shipping Limited. The amount of the Liabilities may vary and the Agent shall notify the Borrowers and the Guarantor of the Liabilities due and owing under the Finance Documents as of the Closing Date.
The Liabilities. All of such fees, costs and expenses may, in Lender's sole discretion, be paid by Lender on Borrower's behalf, and such payments by Lender shall constitute principal of the Loan, shall be payable to Lender by Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to the Loan hereunder. All checks, drafts, instruments and other items of payment or proceeds of Chattel Paper or other Collateral shall be endorsed by Borrower to Lender (or its designee), and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower's behalf. For the purpose of this paragraph, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful attorney and agent-in-fact (i) to endorse Borrower's name upon said items of payment and/or proceeds of Chattel Paper or other Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any amounts owed to Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of Borrower's mail is deposited, and open and process all mail addressed to Borrower and deposited therein.
The Liabilities. As used in this Deed of Trust, the term “Liabilities” means and includes all of the following:
The Liabilities. The Liabilities referred to in Section 2.1 above shall include, without limitation, all of the following:
(a) All of the liabilities associated with the Business that were incurred in the normal course of the Business and pertain to any occurrence, action, inaction or transaction occurring prior to the Closing Date, to the extent that such liabilities are recorded or reserved against in the Audited Financial Statements (as hereinafter defined in Section 6.8), or if incurred subsequent to the date of such Audited Financial Statements, in the books and records of JSG provided to Purchasers for review, or otherwise disclosed in writing to Purchasers prior to Closing (the "Liabilities").
(b) Ongoing liabilities identified on Schedule 2.4(b), as may be updated to and including the Closing Date, including, but not limited to, leases for office or equipment spaces, leases for equipment and software, Customer Agreements [which, as provided in Section 2.2(c)(viii), if evidenced by ISG's standard form of customer agreement. need not be identified on Schedule 2.4(b)], Supplier Contracts, Maintenance Contracts and employment and agent agreements, all to the extent the Business is in good standing and current in all respects pursuant to such leases or agreements. When appropriate, liabilities shall be pro-rated as of Closing. Purchasers specifically acknowledge they will be assuming the obligation to pay on going agent commissions (exclusive of prepaid agent commission) as provided for in those agreements that are in good standing.
(c) Notwithstanding the foregoing, there shall be excluded from the Liabilities any liabilities of ISG or the Business that arose prior to the Closing and were not incurred in the ordinary course of the Business, along with the liabilities identified and listed by the Parties in Schedule 2.4(c).shall remain the responsibility of ISG.Such liabilities, if any, shall be referred to as the "excluded Liabilities." The Excluded Liabilities shall be satisfied at or prior to Closing or otherwise modified to the extent necessary so that neither NBS, the Business nor Purchasers shall have any obligation therefor following the Closing.
