Transaction Liabilities Clause Samples

The Transaction Liabilities clause defines the responsibilities and obligations of the parties regarding any debts, claims, or financial obligations arising from the transaction. It typically specifies which party will assume liability for existing or future claims related to the assets or business being transferred, and may outline procedures for handling indemnification or reimbursement if such liabilities arise. This clause is essential for allocating risk between the parties, ensuring that each side understands and agrees to who will bear the burden of specific liabilities, thereby preventing disputes and providing clarity in the event of unforeseen claims.
Transaction Liabilities. Any and all Liabilities of Sellers under the Transaction Documents;
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Transaction Liabilities. For purposes of this Agreement, including Article III hereof, CPC agrees with Corn Products that (i) any and all Liabilities arising from or based upon misstatements in or omissions from the Form 10 or the Information Statement and (ii) except as otherwise provided in any Ancillary Agreement, any and all Liabilities otherwise arising out of the transactions contemplated by this Agreement (including any stock transfer taxes or real estate transfer taxes relating to the pre-Distribution separation of the Corn Refining Business from the CPC Business) in order to effectuate the Distribution, including the worldwide separation of the Corn Products Business from the CPC Business (except for any liabilities with respect to any other Tax, the treatment of which shall be governed by the Tax Indemnification Agreement and the Tax Sharing Agreement), shall be deemed to be CPC Liabilities and not Corn Products Liabilities.
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Transaction Liabilities. Any and all Liabilities incurred by the Company in connection with this Agreement and the transactions contemplated herein, including, without limitation, all attorney, accounting or other professional fees, and any Liability of Company or obligation under this Agreement.
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Transaction Liabilities. Notwithstanding anything to the contrary in this Article IX, each Party shall bear all Transaction Liabilities incurred by itself and any other member of its Group (including any Transaction Liabilities incurred by its or their Representatives and any other Person entitled to indemnification from such Party or other member of such Party’s Group in respect of such Transaction Liabilities); provided, that (a) in the event any such Representatives or other Person is entitled to indemnification from both any member of the Dell Group, on the one hand, and any member of the VMware Group, on the other hand, in connection with any Transaction Liabilities incurred by such Person, or (b) the Parties jointly incur costs or expenses such as in connection with joint advisors for Transaction Litigation, the Parties shall in good faith determine a mutually acceptable allocation of such Transaction Liabilities between the Dell Group and the VMware Group, and any dispute between the Parties regarding such allocation shall be resolved in accordance with the procedures set forth in Article XI. The provisions of this Agreement relating to Transaction Liabilities are not intended to limit in any respect the rights of Dell and VMware and their respective Groups to appeal any decision relating to Transaction Liabilities.
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Transaction Liabilities. The costs of defending or investigating any Action that results or if adversely determined would result in Transaction Liabilities shall be borne by the party incurring such costs. The provisions of this Agreement relating to Transaction Liabilities are not intended to limit in any respect the rights of New IAC and New Match and their respective Groups to appeal any decision relating to Transaction Liabilities.
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Transaction Liabilities. From and after the Distribution Date, to the extent that there is a Company liability occurring prior to the Distribution Date that is neither a Mississippi Group Liability nor a Non-Mississippi Group Liability and cannot in good faith be allocated by the parties hereto as either a Mississippi Group Liability or a Non-Mississippi Group Liability, including, but not limited to the Liabilities set forth on Schedule 10 attached hereto (all such Liabilities, "Contingent Company Liabilities"), then such Contingent Company Liabilities and all Transaction Liabilities shall be allocated between Company and Lakes on a pro rata basis as provided in Section 3.1(c)(1) of the Merger Agreement and shall be assumed, paid, performed and discharged by each such party based upon such allocation.
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Transaction Liabilities. Except as otherwise specifically provided in this Agreement, all costs, expenses or other Liabilities incurred by the parties hereto in connection with this Agreement and the transactions contemplated hereunder shall be paid by the party incurring such costs, expenses or other Liabilities.
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Related to Transaction Liabilities

  • Certain Liabilities To each Restricted Entity’s knowledge, none of the present or previously owned or operated Property of any Restricted Entity or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified by a Governmental Authority as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Restricted Entity, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Credit Union Liability If we do not properly complete a transaction according to this Agreement, we will be liable for your losses or damages not to exceed the amount of the transaction, except as otherwise provided by law. We will not be liable if: (1) your account contains insufficient funds for the transaction; (2) circumstances beyond our control prevent the transaction; (3) your loss is caused by your or another financial institution's negligence; or (4) your account funds are subject to legal process or other claim. We will not be liable for consequential damages, except liability for wrongful dishonor. We exercise ordinary care if our actions or nonactions are consistent with applicable state law, Federal Reserve regulations and operating letters, clearinghouse rules, and general financial institution practices followed in the area we serve. You grant us the right, in making payments of deposited funds, to rely exclusively on the form of the account and the terms of this Agreement. Any conflict regarding what you and our employees say or write will be resolved by reference to this Agreement.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Termination Liability If any Pricing Agreement shall be terminated pursuant to Section 7 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 4(a)(viii) and Section 6 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 4(a)(viii) and Section 6 hereof.

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.