Liabilities and Commitments Sample Clauses

The 'Liabilities and Commitments' clause defines the responsibilities and obligations that each party assumes under the agreement. It typically outlines the specific debts, financial obligations, and ongoing commitments that are recognized or transferred as part of the contract, such as outstanding loans, guarantees, or contractual duties. This clause ensures that all parties are aware of and agree to the allocation of existing and future liabilities, thereby preventing disputes and clarifying who is responsible for which obligations.
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Liabilities and Commitments. Except as specified in Schedule 2, no Group Company has granted or created any Encumbrance over the Shares or any of its assets.
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Liabilities and Commitments. (a) The Company has not borrowed money, increased the amount of existing borrowings or drawn on any credit lines other than under existing credit facilities. (b) The Company has not granted or created any Encumbrance over the Shares or any of its assets or inventory. (c) The Company has not provided any guarantee or other security to any Third Party. (d) No Sellers’ Guarantees have been provided to any Third Party. (e) The Company does not have any material commitments or unusual Liabilities that are not disclosed in the Accounts. (f) The Company does not owe any money or have any outstanding liability to the Sellers. (g) No Sellers nor any Related Entity of any Sellers owes, or will owe at Completion, any money, or has any outstanding liability, to the Company. (h) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation of any person, and has not given a letter of comfort to any person. (i) No offer, tender or quotation given or made by the Company is capable of giving rise to a contract merely by any unilateral act of a Third Party. (j) The transfer of the Shares in accordance with this Agreement does not and will not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any agreement or undertaking, by which the Company is or may become bound. (k) There are no outstanding commitments of the Company for capital expenditure. (l) The Company is not party to any agreement in terms of which it is, or will be, bound to share its profits or pay any royalties. (m) There are no debts owed to or accounts receivable of the Company at Completion.
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Liabilities and Commitments. 12.1 The Company is not a party to or subject to any agreement, transaction, obligation, commitment, understanding, arrangement or liability which: 12.1.1 is (in the case of a contract with a customer) incapable of complete performance in accordance with its terms within 24 months after the date on which it was entered into or undertaken; 12.1.2 is (in the case of a contract with a supplier) incapable of complete performance in accordance with its terms within six months after the date on which it was entered into or undertaken; 12.1.3 is likely to result in a loss to the Company on completion of performance; 12.1.4 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort; 12.1.5 may be terminated or cease to be performed by any counterparty without notice or by giving three months’ notice or less; 12.1.6 involves or is likely to involve obligations, restrictions or expenditure of an unusual, onerous or exceptional nature; 12.1.7 involves or is likely to involve the supply of goods or services by or to the Company the aggregate sales value of which will represent more than 5% of the turnover of the Company for its last financial year; 12.1.8 requires the Company to pay any, finders’ fee, royalty or commission; 12.1.9 requires the Company, or under which the Company is or may become liable, to make any investment (as defined in Part III of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (as amended from time to time)) with, or to deposit any money with, or to provide any loan or financial accommodation or credit (other than normal trade credit) to any person, or to subscribe, convert, acquire, dispose of or underwrite any investment; 12.1.10 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit; 12.1.11 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or 12.1.12 is in any way otherwise than in the ordinary and proper course of the Company’s business. 12.2 Neither the Company nor any other party to any agreement with the Company is in default under any such agreement nor (so far as the Warrantors are aware) are there any circumstances likely to give rise to such a default and none of the Warrantors are aware of the invalidity of or grounds for rescission, avoidance or repudiation of any of such agreements or any allegation of such a thing, and the C...
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Liabilities and Commitments. 12.1 The Company is not a party to or subject to any material agreement, transaction, obligation, commitment, understanding, arrangement or liability which: 12.1.1 is (in the case of a contract with a customer) incapable of complete performance in accordance with its terms within twenty-four (24) months after the date on which it was entered into or undertaken; 12.1.2 is (in the case of a contract with a supplier) incapable of complete performance in accordance with its terms within six (6) months after the date on which it was entered into or undertaken; 12.1.3 is likely to result in a loss to the Company on completion of performance; 12.1.4 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort; 12.1.5 may be terminated or cease to be performed by any counterparty for convenience without notice or by giving three months’ notice or less; 12.1.6 involves or is likely to involve obligations, restrictions or expenditure of an unusual, onerous or exceptional nature; 12.1.7 involves or is likely to involve the supply of goods or services by or to the Company the aggregate sales value of which will represent more than five per cent. of the turnover of the Company for its last financial year; 12.1.8 requires the Company to pay any, finders’ fee, royalty or commission; 12.1.9 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit; 12.1.10 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or 12.1.11 is in any way otherwise than in the ordinary and proper course of the Company’s business. 12.2 Neither the Company nor, so far as the Warrantors are aware, any other party to any agreement with the Company is in default under any such agreement nor (so far as the Warrantors are aware) are there any circumstances likely to give rise to such a default and none of the Warrantors are aware of the invalidity of or grounds for rescission, avoidance or repudiation of any of such agreements or any written allegation of such a thing, and the Company has not received written notice of any intention to terminate any of such agreements. 12.3 The Company is not a party to, nor have its profits or financial position since the Accounts Date been materially affected by, any agreement or arrangement which is not entirely of an arm’s length nature. 12.4 No offer, tender or the like of at least £25,000 is ou...
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Liabilities and Commitments. 12.1 The Company is not a party to or subject to any written agreement, transaction (which is in written form), written obligation, commitment, understanding, arrangement or liability which: 12.1.1 is incapable of complete performance in accordance with its terms within 12 months after the date on which it was entered into or undertaken; 12.1.2 is likely to result in a loss to the Company on completion of performance; 12.1.3 cannot readily be fulfilled or performed by the Company on time without unusual expenditure of money and effort; 12.1.4 may be terminated or cease to be performed by any counterparty without notice or by giving three months’ notice or less; 12.1.5 involves or is likely to involve obligations, restrictions, expenditure or receipts of an unusual, onerous or exceptional nature; 12.1.6 is a forward contract relating to foreign currency; 12.1.7 involves or is likely to involve the supply of goods by or to the Company the aggregate sales value of which will represent more than five per cent. of the turnover of the Company for its last financial year; 12.1.8 requires the Company, or under which the Company is or may become liable, to make any investment (as defined in Part III of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001 (as amended from time to time)) with, or to deposit any money with, or to provide any loan or financial accommodation or credit (other than normal trade credit) to any person, or to subscribe, convert, acquire, dispose of or underwrite any investment; 12.1.9 requires the Company to pay any, finders’ fee, royalty, brokerage or commission; 12.1.10 in any way restricts the Company’s freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit; 12.1.11 is an agreement or arrangement otherwise than by way of bargain at arm’s length; or 12.1.12 is in any way otherwise than in the ordinary and proper course of the Company’s business, and no offer or tender or the like in respect of any of the above agreements, transactions, obligations, commitments, understandings, arrangements or liabilities is outstanding which is capable of being converted into any of the foregoing by an acceptance or other act of some other person. 12.2 Neither the Company nor so far as the Sellers are aware any other party to any agreement with the Company remaining to be performed in full or in part is in default under any such agreement nor (so far as the Sellers are awa...
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Liabilities and Commitments. (a) Seller was incorporated on November 4, 1996. Since the date of its incorporation, (b) BVI was incorporated on November 12, 1996. Since the date of its incorporation, BVI has conducted no business other than to acquire, own and operate the Assets. BVI has no liabilities, obligations, contracts or commitments (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known and whether due or to become due), except liabilities, obligations, contracts and commitments reflected on Schedule 4.23(b).
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Liabilities and Commitments 
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Related to Liabilities and Commitments

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

  • Agreements and Commitments Except as set forth in ITEM 2.11 delivered by ESI to Macromedia herewith, or as listed in ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, ESI is not a party or subject to any oral or written executory agreement, obligation or commitment that is material to ESI, its financial condition or business or which is described below and is not terminable within 60 days without cost or penalty to ESI, including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to ESI in an aggregate amount of (i) $25,000 or more in the ordinary course of business or (ii) $10,000 or more not in the ordinary course of business; (b) Any license agreement under which ESI is licensor (except for any nonexclusive software license granted by ESI to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counsel); or under which ESI is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products); (c) Any agreement by ESI to encumber, transfer or sell rights in or with respect to any ESI Intellectual Property (as defined in Section 2.12 hereof); (d) Any agreement for the sale or lease of real or personal property involving more than $25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the distribution of ESI's products; (f) Any franchise agreement or financing statement; (g) Any stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI incurred or made in the ordinary course of business, and except as disclosed in the ESI Financial Statements; (j) Any contract containing covenants purporting to limit ESI's freedom to compete in any line of business in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of ESI or any other type of contract or understanding with any officer, employee or consultant of ESI that is not immediately terminable by ESI without cost or liability. All agreements, obligations and commitments listed in ITEM 2.11, ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, and except as expressly noted, a true and complete copy of each has been delivered or made available to Macromedia. Except as noted on ITEM 2.11, neither ESI nor, to the knowledge of ESI, any other party is in breach of or default under any material term of any such agreement, obligation or commitment. ESI has no liability for renegotiation of government contracts or subcontracts which are material to ESI, its financial condition or business.

  • Contracts and Commitments (a) Schedule 5.18 hereto (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following contracts (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto, have been delivered or made available to PMCT), to which STH or any of the STH Subsidiaries is a party or by which any Hotel is bound: (i) all contracts providing for the management of the Hotels; (ii) all franchise agreements (the "Franchise Agreements"); (iii) all material contracts providing for a commitment of employment or consultation services for a specified or unspecified term; (iv) all contracts with any person containing any provision or covenant prohibiting or materially limiting the ability of STH or any of the STH Subsidiaries to engage in any business activity or to compete with any person; (v) all partnership, joint venture, stockholders' or other similar contracts with any person; (vi) all notes, debentures, bonds and other evidence of indebtedness which are secured or collateralized by mortgages, deeds of trust or other security interests in any Hotel or any personal property of STH or any of the STH Subsidiaries; (vii) all contracts relating to any business combination; (viii) all contracts between or among STH or any of the STH Subsidiaries, on the one hand, and any of their stockholders or affiliates, on the other hand; (ix) all collective bargaining or similar labor contracts; and (x) all other contracts that involve the annual payment or potential annual payment pursuant to the terms of such contract, by or to STH or any of the STH Subsidiaries of more than $25,000 or aggregate payments in excess of $300,000 that will not (A) be fully performed on or prior to the Effective Time, (B) expire by their terms within 90 days following the Effective Time, or (C) be cancelable by the Surviving Entity, without penalty, upon not more than 30 days notice, including, without limitation, all leases, contracts for purchase and sale of assets, advance booking contracts and banquet contracts. (b) Each contract required to be disclosed on Schedule 5.18 is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms and, except as disclosed on Schedule 5.18, neither STH, any of the STH Subsidiaries nor, to the knowledge of STH, any other party to such contract is in violation, breach or default under any such contract (or with notice or lapse of time or both would be in violation, breach or default under any such contract), the effect of which, individually or in the aggregate, could reasonably be expect to result in an STH Material Adverse Effect. (c) The Franchise Agreements disclosed on Schedule 5.18 constitute all of the franchise or similar agreements necessary to operate and manage the Hotels and neither STH nor any STH Subsidiary has received any notice or has any knowledge of an event of default or termination or proposed termination under any such Franchise Agreement.

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of DBC (collectively, the "DBC Assumed Obligations"): (i) all of the obligations and liabilities of DBC under the DBC Assumable Agreements, and (ii) all obligations and liabilities of DBC with respect to the ownership and operation of the DBC Assets and the conduct of the DBC Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the DBC Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of DBC relating to any of the following matters (collectively, the "DBC Nonassumed Obligations"): (i) the ownership or operation of the DBC Assets or the conduct of the DBC Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of DBC (including without limitation any obligation to any DBC Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the DBC Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of DBC; (iv) those required to be disclosed in the DBC Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the DBC Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by DBC under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of DBC's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of DBC not included in the DBC Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by DBC pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of DBC, other than those, if any, set forth in Section 2(b)(x) of the DBC Disclosure Schedule. All DBC Nonassumed Obligations shall remain and be the obligations and liabilities solely of DBC. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the DBC Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of DBC employees) arising from the ownership or operation of the DBC Assets or the conduct of the DBC Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with DBC entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the DBC Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, DBC and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by DBC and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, DBC or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Objectives and Commitments 8.1 The Objectives of the Parties to this Agreement are: (a) to promote fair, cooperative and productive workplace relations in the building and construction industry; (b) to provide a detailed set of agreed employment benefits, conditions, rights and obligations via direct employment with the Employer; (c) to explore the potential for innovation and new technologies; (d) to consider any benefits of alternative hours of work; (e) to support the establishment of consultative bodies to consider the impact of climate change on the working conditions in the industry; (f) to establish practices that support opportunities for a diversified workforce; (g) to support the implementation of highest possible levels of OHS practices, procedures and training; (h) to ensure that fair and equitable employment practices are applied in the workplace; (i) to improve efficiency in the workplace; (j) to provide for the establishment and observance of an effective disputes settlement procedure that involves Employees and their representatives, when requested, at the earliest stage of any dispute or potential dispute. 8.2 The Parties to this Agreement commit themselves to ensuring that: (a) the efficiency measures contained in this Agreement are implemented and lead to real gains in productivity. (b) the principles of industry modernisation are realised during the life of this Agreement (in accordance with Part 11). (c) productivity gains will not be achieved at the expense of health and safety standards. (d) the disputes settlement procedures provided herein are strictly adhered to. (e) employment should wherever possible be direct, full time and on going.