Liabilities and Contingent Liabilities Clause Samples
The 'Liabilities and Contingent Liabilities' clause defines the responsibilities of a party regarding both existing debts and potential future obligations that may arise under certain circumstances. It typically requires the disclosure of all known liabilities, such as loans or outstanding payments, as well as contingent liabilities like pending lawsuits or guarantees that could result in future financial obligations. This clause ensures transparency about a party's financial position, helping the other party assess risk and make informed decisions during transactions or agreements.
Liabilities and Contingent Liabilities. Party A has fully disclosed to Party B the existing liabilities and/or contingent liabilities of the Target Company and its direct and indirect subsidiaries as of the Closing Date and promises to disclose the changes in liabilities and contingent liabilities (if any) within one business day.
Liabilities and Contingent Liabilities. With the exception of the liabilities and contingent liabilities (provisions or reserves) shown in the 2012 Accounts including, but not limited to, their respective notes (Anhang) neither Pieps Holding nor Pieps has (i) any contingent or other liabilities or risks, in particular not arising from pension promises, guarantees, indemnities, bills of exchange, sureties (Bürgschaften), accession to debts (Schuldbeitritten), letters of comfort or any other declarations of liability or asset-related liabilities for any liabilities of third Persons, and (ii) any off-balance sheet liabilities.
Liabilities and Contingent Liabilities. 4.1. Party A and the Target Company shall make full, true and complete disclosure to Party B of the liabilities and/or contingent liabilities of the Target Company as of the Closing Date. Party A and the Target Company undertake that the Target Company has no other undisclosed liabilities and contingent liabilities. Under one or more of the following circumstances, all debts incurred shall be borne by Party A and the original shareholders of the Target Company, and Party A shall indemnify Party B and the Target Company for all losses arising therefrom if any payment or loss is incurred by the Target Company and/or Party B (whether directly or indirectly) :
4.1.1. The Target Company shall bear compensation, compensation, fines, liquidated damages, late fees and other debts due to the liabilities and/or contingent liabilities incurred by the Target Company before the signing date of this Agreement but not disclosed;
4.1.2. Liabilities and/or contingent liabilities arising after the date of this Agreement due to the actions of the Target Company prior to the date of this Agreement;
4.1.3. In the event of any liabilities and/or contingent liabilities arising from abnormal operations of the Target Company during the Transition Period, the Target Company shall be liable for compensation, compensation, fines, liquidated damages, late fees and losses.
Liabilities and Contingent Liabilities. 4.1. Party A and the Target Company shall make full, true and complete disclosure to Party B of the liabilities and/or contingent liabilities of the Target Company as of the Closing Date. Party A and the Target Company undertake that the Target Company has no other undisclosed liabilities and contingent liabilities. Under one or more of the following circumstances, all debts incurred shall be borne by Party A and the original shareholders of the Target Company, and Party A shall indemnify Party B and the Target Company for all losses arising therefrom if any payment or loss is incurred by the Target Company and/or Party B (whether directly or indirectly) :
4.1.1. The Target Company shall bear compensation, compensation, fines, liquidated damages, late fees and other debts due to the liabilities and/or contingent liabilities incurred by the Target Company before the signing date of this Agreement but not disclosed;
4.1.2. Liabilities and/or contingent liabilities arising after the date of this Agreement due to the actions of the Target Company prior to the date of this Agreement;
4.1.3. In the event of any liabilities and/or contingent liabilities arising from abnormal operations of the Target Company during the Transition Period, the Target Company shall be liable for compensation, compensation, fines, liquidated damages, late fees and losses.
Liabilities and Contingent Liabilities. With the exception of the liabilities and contingent liabilities (provisions or reserves) shown in the 2012 Accounts including, but not limited to, their respective notes (Anhang) neither Pieps Holding nor Pieps has (i) any contingent or other liabilities or risks, in particular not arising from pension promises, guarantees, indemnities, bills of exchange, sureties (Bürgschaften), accession to debts (Schuldbeitritten), letters of comfort or any other declarations of liability or asset-related liabilities for any liabilities of third Persons, and (ii) any off-balance sheet liabilities.