Liabilities of Others Clause Samples
The 'Liabilities of Others' clause defines the extent to which a party is responsible for debts, obligations, or liabilities incurred by third parties in connection with the agreement. Typically, this clause clarifies whether a party assumes responsibility for actions or defaults of affiliates, subcontractors, or other related entities. For example, it may specify that a company is not liable for the misconduct or financial obligations of its suppliers. The core function of this clause is to allocate risk and prevent unintended liability, ensuring that each party is only accountable for its own actions and not those of unrelated third parties.
Liabilities of Others. Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Consolidated Subsidiary’s business; (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided that guarantees in support of Cofina by Borrower and its Consolidated Subsidiaries (other than Cofina) shall not exceed in the aggregate (x) $500,000,000.00 minus (y) the amount of loans or advances by Borrower and such Consolidated Subsidiaries to Cofina under Section 12.6(c) and Investments by Borrower and such Consolidated Subsidiaries in Cofina under Section 12.8(g); and (c) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Consolidated Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of other Persons (other than Cofina), provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (c) shall not exceed $500,000,000.00 in the aggregate.
Liabilities of Others. Borrower will not assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligation of any other Person.
Liabilities of Others. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Restricted Subsidiary’s business; and (b) guarantees made from time to time, whether in existence on the Closing Date or made subsequent thereto, by Borrower and its Restricted Subsidiaries in the ordinary course of their respective businesses with respect to the liabilities and obligations of Persons including National Cooperative Refinery Association (“NCRA”); provided, however, that the aggregate amount of all indebtedness guaranteed under this clause (b) shall not exceed $150,000,000.00 in the aggregate.
Liabilities of Others. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower’s or any Restricted Subsidiary’s business; (b) any guarantee of, or included in, the Coffeyville Synthetic Lease Obligation; (c) Borrower’s note purchase obligations arising out of its Note Purchase and Sale Agreement dated November 25, 1997 and in favor of CoBank, ACB as Agent for the Lender Group (as such terms are defined therein); (d) those liabilities listed on Schedule 12.5 hereto provided that the amount of such liabilities is not increased; and (e) without duplication, guarantees made from time to time by Borrower and its Restricted Subsidiaries in the ordinary course of their respective businesses; provided, however, that the aggregate amount of all indebtedness guaranteed under clause (e) above shall not exceed $15,000,000.00 in the aggregate.
Liabilities of Others. 44 13.6 Loans ..............................................................45 13.7 Merger; Acquisitions; Business Form; Etc ...........................45 13.8 Investments ........................................................45 13.9 Transactions With Related Parties ..................................46 13.10 Patronage Refunds, etc. ...........................................46 13.11 Change in Fiscal Year .............................................46 ARTICLE 14. INDEMNIFICATION..................................................46
Liabilities of Others. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower's or any Restricted Subsidiary's business, and (b) guarantees made from time to time by Borrower and its Restricted Subsidiaries in the ordinary course of their respective businesses; provided, however, that the aggregate amount of all indebtedness guaranteed under clause (b) above shall not exceed $100,000,000 in the aggregate.
Liabilities of Others. Except for instruments endorsed for collection in the ordinary course of business of the Divisions, Seller, with respect to the business of the Divisions, is not liable under or for, or a party to, or an endorser, guarantor, surety, co-▇▇▇▇▇▇, co maker or indemnitor of any contract, agreement, commitment or obligation of any other person, corporation or entity.
Liabilities of Others. Each of Guarantor and its Subsidiaries --------------------- shall not assume, guaranty, endorse or otherwise become directly or contingently liable in connection with any obligation of any Person other than Guarantor or a Wholly-Owned Subsidiary, except for (i) obligations among Guarantor, Borrower, and Underlying Borrowers; (ii) liabilities arising by reason of the fact that Guarantor or a Subsidiary is a general partner of a partnership; and (iii) in addition to the previous exceptions, direct or contingent liabilities of Guarantor for obligations of other Persons which obligations do not exceed at any time the aggregate amount of $100,000.
Liabilities of Others. Guarantor shall not assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligation of any other Person other than pursuant to this Guaranty, except for the guaranty by Guarantor of the indebtedness owed by Agro Dynamics, Inc. ("ADI"), which shall not exceed $4,000,000, and the indebtedness owed by Ecoscience Produce Systems Corp. ("EPSC"), which shall not exceed $4,000,000, to Century Business Credit Corp. but only for such period as ADI and EPSC are subsidiaries of Guarantor.
Liabilities of Others. Borrower shall not, nor shall Borrower permit any Subsidiary of Borrower to, assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower's or such Subsidiary's business, (b) indemnification obligations in existence on the Closing Date, including those related to predecessor companies DAKA International, Inc. and Fuddruckers, Inc. and their Subsidiaries, in an amount, without duplication of clause (a), in an aggregate not to exceed $2,500,000.00 at any time.