Vendor’s Obligations and Liabilities Sample Clauses

Vendor’s Obligations and Liabilities. The Vendors shall be responsible for the observance, performance and payment of all obligations and liabilities relating to the Royalties, in each case other than those to be observed, performed or paid by the Purchaser as set out in this Agreement, and the Vendors shall indemnify and save the Purchaser harmless from and against any claims, demands, actions, suits, causes of action, losses, damages, costs and expenses whatsoever, including legal fees, suffered or incurred by the Purchaser by reason of any failure of any Vendor to perform or satisfy any of such obligations and liabilities.
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Vendor’s Obligations and Liabilities. The Vendor shall be responsible for the observance and performance of all obligations and payment of all expenses, costs and liabilities relating to the Assets other than those to be observed, performed or paid by the Purchaser as set out in this Agreement and the Vendor shall indemnify and save the Purchaser harmless from and against any claims, demands, actions, suits, causes of action, losses, damages, costs and expenses whatsoever, including without limitation legal fees, suffered or incurred by the Purchaser by reason of any failure of the Vendor to perform or satisfy any of the obligations and liabilities for which the Vendor is responsible.
Sample 1
Vendor’s Obligations and Liabilities. The Vendors shall be responsible for the performance of all obligations and satisfaction of all Liabilities pertaining to the Business and the Purchased Assets other than those to be observed and performed by the Purchaser. The Vendors shall be responsible for curing any defaults or arrearages relating to all Contracts and other Purchased Assets which are to be assumed and assigned to Purchaser including, without.limitation those defaults or arrearages set out in Schedule "V" but excluding the defaults set forth in Schedule "Z".
Sample 1
Vendor’s Obligations and Liabilities. The Vendor shall be responsible for the observance and performance of all obligations and payment of all expenses, costs and liabilities relating to the 900 MHz Product Line and the Assets and to the Employees other than those to be observed, performed or paid by the Purchaser as set out in this Agreement.
Sample 1

Related to Vendor’s Obligations and Liabilities

  • Duty Obligations and Liabilities (a) The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Agent deals with similar property for its own account. The powers conferred on the Agent hereunder are solely to protect the Agent’s interest in the Collateral and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith, or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. In addition, the Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Agent in good faith.

  • Vendor’s Obligations Vendor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Vendor will stop work to the extent specified. Vendor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Vendor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The MTC or designee may direct Vendor to assign Vendor’s right, title, and interest under terminated orders or subcontracts to the MTC. Vendor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

  • Licensors Obligations 4.5.1. Xxxxx the Licensee the right to use the intellectual property (the Service) as in the Agreement. Ensure 24/7 availability of the Service, apart from preventive maintenance time.

  • Contractor’s Obligations The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.

  • CUSTOMER'S OBLIGATIONS 8.1 The Customer shall:

  • LESSOR'S OBLIGATIONS Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Assumption of Liabilities and Obligations (a) Except as expressly provided in this Agreement, the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation of any EZ Party or relating to any EZ Station whatsoever, including without limitation (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements relating to the period prior to the Cut-off Date; (iii) any Claims or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ Parties.

  • Obligations During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

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