Liabilities and Guarantees Clause Samples
The Liabilities and Guarantees clause defines the responsibilities and financial obligations that each party assumes under the agreement, as well as any assurances provided to cover potential losses or defaults. Typically, this clause outlines the extent to which a party is liable for damages, breaches, or third-party claims, and may specify any guarantees or indemnities offered to protect against such risks. Its core function is to allocate risk between the parties, ensuring that each understands their exposure and the protections in place, thereby reducing uncertainty and potential disputes.
Liabilities and Guarantees. 10 3.1.12. Absence of Unusual Transactions and Events................... 11 3.1.13.
Liabilities and Guarantees. The Corporation does not have any outstanding liabilities or obligations, whether accrued, absolute, known or unknown, contingent or otherwise (including any liabilities or obligations which would arise as a result of the consummation of the Transaction), and the Corporation is not a party to or bound by any agreement of guarantee, support, indemnification, assumption, or endorsement of, or any other similar commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any Person, other than:
3.1.11.1 those set out in the Unaudited Financial Statements;
3.1.11.2 current liabilities (determined in accordance with GAAP) in respect of trade or business obligations incurred after the Unaudited Statements Date in the ordinary course of the Business, consistent with past practice, none of which has been or could be materially adverse to the nature, results of operations, assets or financial condition of, or manner of conducting, the Business; and
3.1.11.3 those set out in Schedule 3.1.
Liabilities and Guarantees. The Corporation does not have -------------------------- outstanding any debts, obligations or liabilities (contingent or otherwise), and the Corporation is not a party to or bound by any agreement of guarantee, support, indemnification, assumption, or endorsement of, or any other similar commitment with respect to the debts, obligations or liabilities (contingent or otherwise) of any Person, other than:
3.1.11.1. debts, obligations or liabilities in respect of trade or business obligations incurred in the ordinary course of the Business, consistent with past practice, none of which has been or is expected to be materially adverse to the nature, results of operations, assets or financial condition of, or manner of conducting, the Business; and
3.1.11.2. debts, obligations or liabilities to the extent reflected in the Financial Statements or set out in Schedule B.
Liabilities and Guarantees. 22 3.1.12 Indebtedness................................................ 22 3.1.13 Absence of Unusual Transactions and Events.................. 22 3.1.14 No Dividends, Loans, etc.................................... 23 3.1.15
Liabilities and Guarantees. Revolving Credit Agreement, dated as of November 23, 1998, between the Corporation and Bremer Bank, N.A. (formerly known as Firstar Bank, N.A., which wa▇ ▇▇▇▇erly known as Firstar Bank of Minnesota, N.A.) - Amendment and Waiver No. 1 to Revolving Credit Agreement, dated as of May 19, 1999 - Amendment No. 2 to Revolving Credit Agreement, dated as of September 22, 1999 - Amendment No. 3 to Revolving Credit Agreement, dated as of January 14, 2000 - Amendment No. 4 to Revolving Credit Agreement, dated as of April 19, 2000 - Amendment No. 5 to Revolving Credit Agreement, dated as of June 13, 2000 - Amendment No. 6 to Revolving Credit Agreement, dated as of October 5, 2000 - Amendment No. 7 to Revolving Credit Agreement, dated as of December 20, 2000 - Amendment No. 8 to Revolving Credit Agreement, dated as of June 12, 2001 - Amendment No. 9 to Revolving Credit Agreement, dated as of August 10, 2001 - Amendment No. 10 to Revolving Credit Agreement, dated as of June 12, 2002 - Amendment No. 11 to Revolving Credit Agreement, dated as of June 13, 2003 - Amendment No. 12 to Revolving Credit Agreement, dated as of September 12, 2003 - Amendment No. 13 to Revolving Credit Agreement, dated as of September 15, 2004 - Revolving Note issued by the Corporation to Firstar Bank, N.A. (formerly known as Firstar Bank of Minnesota, N.A.) on November 23, 1998 - Revolving Note issued by the Corporation to Firstar Bank, N.A. on September 22, 1999 - Revolving Note issued by the Corporation to Firstar Bank, N.A. on June 13, 2000 - The Corporation has made contributions to a grantor trust to fund its obligations under the Deferred Compensation Plan for Directors. These amounts are not included on the Corporation's balance sheet. - The Corporation has contingent obligations related to the Jasc YE Bonus Program.
Liabilities and Guarantees. The Corporation does not have any outstanding liabilities, contingent or otherwise, and the Corporation is not a party to or bound by any agreement of guarantee, support, indemnification, assumption, or endorsement of, or any other similar commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any Person, other than:
3.1.12.1 those set out in the Financial Statements; and
3.1.12.2 those set out in Schedule 3.1.12.
Liabilities and Guarantees. As of the date of signing of this Agreement, the liabilities and guarantee information of Zhonglian are shown in Appendix 4.
Liabilities and Guarantees. DC AVIATION G-OPS’ obligations are best endeavor obligations. DC AVIATION G-OPS is liable to the Customer for any fault concerning the performance of its own Services which are fully described in the Article 5 of the GTC. In case DC AVIATION G-OPS would be held liable, its guarantee is limited to the amount mentioned below : Ban 9 1 000 000 USD Ban 7 - 8 750 000 USD Ban 5 – 6 500 000 USD Ban 4 250 000 USD Ban 1 – 3 1% of the aircraft value USD Helicopters 2.50% of the aircraft value USD Turboprops 1% of aircraft value USD For the avoidance of doubt DC Aviation G-OPS’ liability may be incurred in case of proved fault or negligence only and is limited to the direct prejudices exclusive of any indirect prejudice, of any nature or kind whatsoever. Are particularly considered as “indirect damage” loss of profit, loss of use, loss of goodwill, loss of reputation, loss of revenue, loss of anticipated savings, loss of business, loss of contract, or for any incidental, special, indirect or consequential loss or damage, or punitive, exemplary or non-compensatory damages, incurred or sustained by the Customer arising out of or in connection with DC Aviation G-OPS performance of its Services. Bodily injury resulting from the performance of the Handling Services Request and suffered by the Parties, their employees and subcontractors, in addition to third parties, shall always be reparable under the conditions specific to each situation in accordance with the rules applicable by the competent court within the meaning of Article 16.
Liabilities and Guarantees. 4 6.12 Bankruptcy..........................................................4 6.13 Indebtedness........................................................4
Liabilities and Guarantees. DC AVIATION G-OPS’ obligations are best endeavor obligations. DC AVIATION G-OPS is liable to the Customer for any fault concerning the performance of its own Services which are fully described in the Article 5 of the GTC. In case DC AVIATION G-OPS would be held liable, its guarantee is limited to the amount mentioned below : For the avoidance of doubt DC Aviation G-OPS’ liability may be incurred in case of proved fault or negligence only and is limited to the direct prejudices exclusive of any indirect prejudice, of any nature or kind whatsoever. Are particularly considered as “indirect damage” loss of profit, loss of use, loss of goodwill, loss of reputation, loss of revenue, loss of anticipated savings, loss of business, loss of contract, or for any incidental, special, indirect or consequential loss or damage, or punitive, exemplary or non-compensatory damages, incurred or sustained by the Customer arising out of or in connection with DC Aviation G-OPS performance of its Services. Bodily injury resulting from the performance of the Handling Services Request and suffered by the Parties, their employees and subcontractors, in addition to third parties, shall always be reparable under the conditions specific to each situation in accordance with the rules applicable by the competent court within the meaning of Article 16.