Obligations and Liabilities definition
Examples of Obligations and Liabilities in a sentence
All obligations and liabilities arising out of or relating to the Assets other than the Assumed Obligations and Liabilities shall remain and be the obligations and liabilities solely of Seller (collectively, the “Retained Liabilities”).
All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the Assets or the Systems other than the Assumed Obligations and Liabilities will remain and be the obligations and liabilities of Seller (collectively, the "Excluded Liabilities").
All obligations and liabilities ------------------------------------ arising out of or relating to the Assets, the Systems or the Business and all other liabilities and obligations of Seller and each Partner, other than the Assumed Obligations and Liabilities, shall remain and be the obligations and liabilities solely of Seller or the appropriate Partner (collectively, the "Retained Obligations and Liabilities").
The parties will use reasonable good faith efforts to agree on the final allocation of the Purchase Price and the Assumed Obligations and Liabilities among the Assets within 60 days after delivery of Buyer's estimate of such allocation (the "Final Allocation").
The foregoing indemnity shall survive the termination of the Loan Agreements and the other Loan Documents and the payment in full of the Obligations and Liabilities.
Unless otherwise agreed to by the Purchaser, to the extent that any Contract is not assignable without Consent, this Agreement shall not constitute an assignment or an attempted assignment thereof, or an assumption or attempted assumption of Obligations and Liabilities arising thereunder, if such assignments or attempted assignment would constitute a breach thereof unless the necessary Consents are obtained.
Section 7.3 Survival of Certain Obligations and Liabilities of the Defaulted Servicer...........................................
Each of the Loan Parties hereby agrees and reaffirms that the Loan Documents to which it is a party now applies to all Obligations and Liabilities as defined in the applicable Loan Agreement, as modified hereby (including, without limitation, all additional Obligations and Liabilities hereafter arising or incurred pursuant to or in connection with either Loan Agreement or any other Loan Document).
The Excluded Obligations and Liabilities shall remain the obligation of Seller.
The Assumed Obligations and Liabilities shall include any of the foregoing obligations or liabilities that have accrued prior to the Closing but are not due and payable until after the Closing.