Liabilities for Claims Clause Samples

The 'Liabilities for Claims' clause defines which party is responsible for handling and paying for claims that arise under the agreement, such as those related to damages, losses, or third-party actions. Typically, this clause outlines the scope of liability, any limitations or exclusions, and the process for managing claims, including notification requirements and cooperation between parties. Its core function is to allocate risk and financial responsibility, ensuring that both parties understand their obligations and reducing the potential for disputes over who must address or pay for claims.
Liabilities for Claims. (a) Except as otherwise specifically stated in this Agreement, including, without limitation, Article IX hereof, (i) Ralcorp shall retain the responsibility for payment of all covered welfare benefit and similar claims and expenses paid on behalf of Post Employees, former Post Employees and their respective covered dependents on or prior to the Distribution, and (ii) Post and the Post Group shall assume responsibility for payment of all covered welfare benefit and similar claims and expenses that remain unpaid, regardless of when submitted or incurred, with respect to Post Employees, former Post Employees, and their respective covered dependents after the Distribution. Except as otherwise provided in this Agreement, with respect to Delayed Transfer Employees, Liabilities for claims paid with respect to Delayed Transfer Employees shall remain with the Welfare Plans of the employing entity up until the applicable Transfer Date. On or after the applicable Transfer Date, the Welfare Plans of the new employing entity shall be liable for claims that remain unpaid, regardless of when submitted or incurred, after the Transfer Date and shall be responsible for administration of such claims. (b) Ralcorp agrees to process and pay (or to arrange for payment) claims for which Ralcorp retains the Liability under this Section 5.01(c), and Post agrees to process and pay (or to arrange for payment) claims for which Post retains the Liability under this Section 5.01(c). Processing and payment for one Party may be done for the other Party pursuant to the Transition Services Agreement.
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Liabilities for Claims. (a) Except as otherwise specifically stated in this Agreement, (i) EPC shall retain the responsibility for payment of all covered welfare benefit and similar claims and expenses paid on behalf of EHP Employees, former EHP Employees and their respective covered dependents on or prior to the Distribution and for payment of all covered welfare benefit and similar claims and expenses with respect to EPC Employees, former EPC Employees and their respective covered dependents, regardless of whether incurred on, prior to, or after the Distribution, and (ii) EHP and the EHP Group shall assume responsibility for payment of all covered welfare benefit and similar claims and expenses that remain unpaid, regardless of when submitted or incurred, with respect to EHP Employees, former EHP Employees, and their respective covered dependents after the Distribution. Notwithstanding anything herein to the contrary, (i) EPC shall be responsible for payment of all covered retiree welfare (including retiree health and life) claims, expenses and other liability with respect to EPC Employees and former EPC Employees and their respective covered dependents that remain unpaid after the Distribution regardless of when submitted or incurred and (ii) EHP shall be responsible for payment of all covered retiree welfare (including retiree health and life) claims, expenses and other liability with respect to EHP Employees and former EHP Employees and their respective covered dependents that remain unpaid after the Distribution, regardless of when submitted or incurred. (b) EPC agrees to process and pay (or to arrange for payment) claims for which EPC retains the Liability, and EHP agrees to process and pay (or to arrange for payment) claims for which EHP retains the Liability.
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Liabilities for Claims 
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Related to Liabilities for Claims

  • LIABILITIES OF THE PARTIES 11.1. Should the Buyer breach the terms of payment stipulated in the Contract and corresponding additional agreements, the Buyer shall pay to the Seller liquidated damages of 0.05% of the amount outstanding per full calendar day of the payment delay. Should the Buyer fail to make 100% payment of Goods cost within 2 days of the time stipulated for payment, the Seller has the right, at its sole discretion, to terminate the Contract by written notice to the Buyer and without further liability upon the Seller. Should the Buyer breach the terms of signing of additional agreements both on provisional price and on final one, and the terms of fulfillment of final settlement, indicated in cl.8.3, the Seller reserves the right at its sole discretion, not to nominate the future Goods lots with further postponement of the delivery or decrease of the whole amount under the current Contract and / or to terminate the Contract without further liability upon the Seller. 11.2. The Parties acknowledge that the Seller has a legitimate interest in ensuring prompt and full loading of the stipulated quantity of Goods and that any failure of the Buyer to load the full quantity of Goods at the time specified in the Contract could cause the Seller significant loss and inconvenience. In particular, the Buyer understands that any such failure may cause the Seller to incur costs including, but not limited to, terminal storage charges, railway demurrage and / or infrastructure charges, and / or vessel demurrage in respect of other vessels. Accordingly, should the Buyer fail to load the full quantity of Goods at the time specified in the Contract: 11.2.1. the final price (Pr(F)) of the Goods shall be increased by 0,05% of the Contract value of the unlifted goods, per full calendar day of delay in lifting; and 11.2.2. the Seller shall have the right, at its sole discretion, to cancel the delivery of the unlifted Goods and / or to terminate the Contract without further liability upon the Seller. 11.2.3. Сompensates to the Seller losses suffered, including, but not limited to the following: charges of the Seller for storage of the Goods in the tanks of the terminal and in tanks of park of Ministry of Railways, charges of the Seller for using an infrastructure of the railways, other connected with this charges including demurrage claims of other vessels. 11.3. The Buyer shall exercise reasonable efforts to ensure that: 11.3.1. for vessels carrying persistent oil products as cargo, the vessel carries on board a certificate of insurance as described in the Civil Liability Convention for Oil Pollution Damage; and 11.3.2. the vessel has in place insurance cover for oil pollution no less in scope and amounts than available under the Rules of P&I Clubs entered into the International Group of P&I Clubs. 11.3.3. the vessel shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to chapter XI of SOLAS (ISPS Code). 11.4. The Seller shall procure that the loading port/terminal/installation shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to Chapter XI of SOLAS (ISPS Code).

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • Certain Liabilities To each Restricted Entity’s knowledge, none of the present or previously owned or operated Property of any Restricted Entity or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified by a Governmental Authority as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Restricted Entity, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement. a. The liability of the Company for damages resulting in whole or in part from or arising in connection with the furnishing of Service under this Agreement including, but not limited to, mistakes, omissions, interruptions, delays, errors or other defects or misrepresentations shall not exceed an amount equal to the charges under this Agreement applicable to the specific call (or portion thereof) that was affected. No other liability shall attach to the Company. b. The Company shall not be liable for any failure of performance hereunder due to causes beyond its control, including, but not limited to: (1) acts of God, fires, flood or other catastrophes; (2) any law, order, regulation, directive, action or request of the United States Government, or any other government, including state and local governments having jurisdiction over the Company, or of any department, agency, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; or (3) national emergencies, insurrections, riots, wars or other labor difficulties. c. The Company shall not be liable for any act or omission of any other entity furnishing facilities, equipment, or services used by a Customer, with the Company's Services. In addition, the Company shall not be liable for any damages or losses due to the failure or negligence of any customer or due to the failure of customer provided equipment, facilities or services.

  • 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).