Asset and Liabilities Clause Samples

The 'Asset and Liabilities' clause defines how the assets and liabilities of the parties are identified, allocated, and managed under the agreement. Typically, this clause specifies which assets are transferred, retained, or excluded, and outlines the responsibilities for existing or future liabilities, such as debts or obligations. By clearly delineating ownership and responsibility, the clause ensures both parties understand their respective rights and obligations, thereby reducing the risk of disputes over financial matters.
Asset and Liabilities. (a) To the Company's Knowledge, none of the AH Entities owns any assets other than (i) equity interests in one or more of the other AH Entity as described in the Recitals to this Agreement and on Exhibit A attached hereto, and (ii) other assets related to such equity interests or to the Facility. (b) To the Company's Knowledge, none of the AH Entities has any liabilities or obligations, known or unknown, fixed or contingent, other than (i) liabilities or obligations incurred to maintain the existence of the applicable AH Entity, and (ii) other Liens, liabilities and obligations related to the Facility.
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Asset and Liabilities. (a) To the Company's Knowledge, none of the Columbus Entities owns any assets other than (i) equity interests in one or more of the other Columbus Entity as described in the Recitals to this Agreement and on Exhibit A attached hereto, (ii) other assets related to such equity interests or to the Facility. (b) To the Company's Knowledge, none of the Columbus Entities has any liabilities or obligations, known or unknown, fixed or contingent, other than (i) liabilities or obligations incurred to maintain the existence of the applicable Columbus Entity, and (ii) other Liens, liabilities and obligations related to the Facility.
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Asset and Liabilities. (a) To the Company's Knowledge, none of the Creve Coeur Entities owns any assets other than (i) equity interests in one or more of the other Creve Coeur Entity as described in the Recitals to this Agreement and on Exhibit A attached hereto, (ii) other assets related to such equity interests or to the Facility. (b) To the Company's Knowledge, none of the Creve Coeur Entities has any liabilities or obligations, known or unknown, fixed or contingent, other than (i) liabilities or obligations incurred to maintain the existence of the applicable Creve Coeur Entity, and (ii) other Liens, liabilities and obligations related to the Facility.
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Asset and Liabilities. (a) Neither Partnership owns any significant assets other than the Real Property, the Other Assets and any other assets identified on Exhibit A, and other assets related thereto. (b) To Sellers’ Knowledge, neither Partnership has any liabilities or obligations, known or unknown, fixed or contingent, in excess of $25,000 on an individual basis, other than (i) the liabilities or obligations evidenced, set forth in or contemplated by the Mortgages, the ▇▇▇▇ Mortgage Loan Documents, the ▇▇▇▇ Net Profits Assignment, the ▇▇▇▇ Net Profits Interest, the Horizon Net Profits Assignment, the Current Net Profits Interest and the ▇▇▇▇▇▇ Participation Interest, (ii) the liabilities, obligations or commitments referred to in this Agreement or otherwise specified on Exhibit A or Exhibit B, and (iii) the liabilities and obligations reflected on Exhibit E. To Sellers’ Knowledge, all of the agreements set forth on Exhibit A are in full force and effect, and Sellers have not received any written notice that any of such agreements is in default. If any non-disclosed liability is covered by any of Sellers’ insurance policies, Sellers shall cooperate with Purchasers in order to ensure that the carrier of such insurance policy shall pay any amounts for such liability.
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Asset and Liabilities. As a result of the Merger, by operation --------------------- of law and without further act or deed, on the Effective Date, all of the property, rights, interests and other assets of ICG-LLC will be transferred to and vested in the Surviving Corporation and the Surviving Corporation will assume all of the liabilities of ICG-LLC. The capital call approved by the Managers of ICG-LLC on January 15, 1999 and due on February 24, 1999 (the "Capital Call") shall remain effective, shall inure to the benefit of the Surviving Corporation, and shall be payable to the Surviving Corporation in accordance with the notice of such Capital Call issued by ICG-LLC on January 22, 1999 and otherwise in accordance with the LLC Agreement. Shares of Surviving Corporation Common Stock issuable in accordance with Section 5 of this Agreement shall be issuable only upon a Member's satisfaction with such Capital Call applicable to such Member. Failure to contribute all or any portion of such Capital Call applicable to such Member on or before February 24, 1999 shall result in forfeiture of such Member's Membership Interests and the shares of Surviving Corporation Common Stock into which such Membership Interest shall be converted, all in accordance with Section 4.3 of the LLC Agreement and this Agreement.
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Asset and Liabilities. (a) To the Company's Knowledge, none of the Battery Park Entities owns any assets other than (i) equity interests in one or more of the other Battery Park Entity as described in the Recitals to this Agreement and on Exhibit A attached hereto, and (ii) other assets related to such equity interests or to the Facility. (b) To the Company's Knowledge, none of the Battery Park Entities has any liabilities or obligations, known or unknown, fixed or contingent, other than (i) liabilities or obligations incurred to maintain the existence of the applicable Battery Park Entity, and (ii) other Liens, liabilities and obligations related to the Facility.
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Related to Asset and Liabilities

  • 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.

  • 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).

  • 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.

  • 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.

  • Disputes and Liabilities A. In addition to the other remedies provided for hereunder and except as expressly limited herein, both Parties to this Agreement shall have the full benefit of all applicable remedies generally available to a Licensor/ Licensee of products under the Uniform Commercial Code. B. In the event of any disputes between the Parties associated with this Agreement, the Parties hereby agree to work toward resolution and negotiate in good faith for a period of not less than thirty (30) days. The Parties shall both assign individuals whose responsibility it shall be to review and interpret the events and circumstances of the dispute and to resolve and/or propose to the Parties’ Senior Management a viable mutually acceptable resolution. If at any time during the resolution process the assigned individuals determine for whatever reason that the dispute cannot be resolved at the assigned level the Parties agree to escalate the dispute to ascending levels of management up to and including the Vice President of the respective organizations. If after thirty (30) days resolution has not been achieved the Parties may exercise any and all courses of resolution prescribed herein, unless the Parties otherwise mutually agree to extend the negotiation/resolution period. C. Neither Party to this Agreement shall be liable for any claim arising out of this Agreement in an amount exceeding the total contract price with the exception of the damages and costs described in Section 10 (“Indemnification”) and Section 17 (“Warranties”). In no other event shall either Party be liable hereunder for any indirect, incidental or consequential damages (including lost business profit) sustained by the other Party or any other individual or entity for any matter arising out of or pertaining to the subject matter of this Agreement. D. The Parties hereby expressly acknowledge that the foregoing limitations were fully considered by each Party to this Agreement and appropriately reflects a fair allocation of risks. E. No action arising under or related to this Agreement may be brought by one Party against the other more than two (2) years after the cause of the cause of the action arose. F. The Parties agree that this Agreement is the result of negotiations between the Parties and that no term or provision shall be construed against a Party merely because the term or provision is contained in a document drafted, prepared, written or pre- printed by that Party.