Liabilities Retained Sample Clauses

Liabilities Retained. PURCHASER agrees that it is obligated under this Agreement to pay the following (and only the following) liabilities to SELLER with respect to the Existing Agreement (collectively, the “Retained Liabilities”): (i) NPS licensing fees accrued and owed by NATIONAL GENERAL under the Existing Agreement before July 1, 2017; and (ii) any other fees accrued and owed by NATIONAL GENERAL under the Existing Agreement as of the Effective Date. The termination and release in Section 5(c) below shall not limit or modify the above Retained Liabilities, which are an obligation of NATIONAL GENERAL under this Agreement.
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Liabilities Retained. Seller agrees to retain all liabilities and obligations of Seller, pertaining to the Seller's Business and the Purchased Assets, except as specifically assumed by Buyer and as fully shown in Exhibit 2.1. (if any). Except as so shown, Seller shall remain fully obligated, and shall discharge all liabilities and obligations thereof (hereinafter collectively referred to as the "Liabilities)", including but not limited to the following: (a) All long-term liabilities of Seller, including the current portion thereof; (b) All liabilities for federal, state, provincial, local and foreign taxes relating to Seller's Business, whether arising prior to the Closing Date or thereafter, and related to the Seller's prior use, ownership or possession, or Seller's transfer, conveyance and assignment, of the Purchased Assets contemplated by this Agreement, including without limitation, property, franchise, gross receipts, sales, and income taxes of every kind and description;
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Liabilities Retained. The parties hereby agree that Buyer does not and shall not hereby assume or accept any liabilities, obligations or responsibilities, if any, of either Seller or any Affiliate (as hereinafter defined), Predecessor (as hereinafter defined), successor in interest (as hereinafter defined), related person (as hereinafter defined), lessee, sublessee or contractor of either Seller relating to the Purchased Assets or either Seller’s business, or any other liabilities, obligations or responsibilities (including liabilities which are contingent and liabilities imposed by future legislation) which are related to the ownership, use or operation of the Purchased Assets or the operation of either Seller’s business prior to the Closing Date, except that Buyer agrees to assume all reclamation obligations, if any, of Sellers related to environmental contamination caused by CR Mining on the Real Property where CR Mining previously operated (the “CR Property”) as described in the two letters listed on Schedule 6(h) hereto (the “CR Mining Reclamation Obligations”), provided that Sellers shall diligently continue and complete in compliance with all applicable Laws and Regulations (as defined in Section 6(f) hereof)) Sellers’ currently on-going clean-up of the CR Mining Property and the CR Mining Reclamation Obligations. As between Sellers (and their Affiliates) and Buyer (and its Affiliates), Sellers and their Affiliates shall retain and shall be solely responsible for such liabilities. For purposes of this Agreement, “Affiliate” shall mean, with respect to any person or entity, any member, director or officer of such person or entity or any other person or entity that controls, is controlled by or is or was under common control with such person or entity; “Predecessor” shall mean any predecessor-in-interest to either Seller, including any person or entity which owned or controlled any Purchased Assets prior to either Seller taking title thereto; and “related person” and “successor in interest” shall have the meanings ascribed to such terms in or in connection with the Coal Industry Retiree Health Benefits Act of 1992 (the “Coal Act”).
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Liabilities Retained. Buyer does not hereby and shall not assume or accept any liabilities, obligations, or responsibilities of any Seller or any Affiliate (as hereinafter defined), Predecessor (as hereinafter defined), successor in interest (as hereinafter defined), related person (as hereinafter defined), lessee, sublessee or contractor relating to the Assets or any Seller's business. For purposes of this Agreement, "Affiliate" shall mean any shareholder, director or officer of any Seller or any other person or entity that controls, is controlled by or is or was under common control with such Seller. "Predecessor" shall mean any predecessor-in-interest to any Seller, including any person or entity which owned or controlled the Assets prior to such Seller taking title thereto, and "related person" and "successor in interest" shall have the meanings ascribed to such terms in or in connection with the Coal Industry Retiree Health Benefits Act of 1992 (the "Coal Act").
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Liabilities Retained. 4 Section 1.5 Leases....................................................................................6 Section 1.6 PNRC Notes................................................................................6 ARTICLE II
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Liabilities Retained. Seller Group and its Affiliates have not and shall not contribute or otherwise transfer, whether voluntarily, by operation of law or otherwise, any Retained Liabilities to the Acquisition LLCs or Buyer. Seller Group and its Affiliates (other than the Acquisition LLCs) (the "Retained Liability Group") shall be responsible for all Retained Liabilities of Seller Group, any Affiliate of Seller Group and any Predecessor, successor in interest, Related Person, lessee, sublessee or contractor. For purposes of this Agreement, the following terms shall have the following meanings:
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Related to Liabilities Retained

  • 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.

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

  • LIABILITIES AND INDEMNITY 5.1 In the event of any claim or proceeding in respect of personal injury made or brought against the Trust by a Clinical Trial Subject, the Sponsor shall indemnify the Trust, its servants, Agents and employees in accordance with the terms of the indemnity set out at Appendix 4 hereto. 5.2 Nothing in this clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence of that Party or its servants, Agents or employees or to restrict or exclude any other liability of any Party which cannot be so restricted or excluded in law. The CRO expressly disclaims any liability in connection with the Investigational Medicinal Product caused by or allegedly caused by the use or misuse of the Investigational Medicinal Product other than liability for death, personal injury or loss of or damage to property which liability is the result of negligence on the part of the CRO. 5.3 In no circumstances shall any Party be liable to another Party in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. 5.4 Subject to clauses 5.2 and 5.5, the Trust's liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Trust in connection with the performance of the Clinical Trial shall in no event exceed in total the amount of fees payable by the Sponsor or CRO to the Trust under this Agreement. In the case of equipment loaned to the Trust for the purposes of the Clinical Trial, the Trust’s liability arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. 5.5 In respect of any wilful and/or deliberate breach by the Trust, or any breach of clauses 6, 8 and/or 9, the Trust’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed in total twice the value of the contract. 5.6 The Sponsor will take out appropriate insurance cover or will provide an indemnity satisfactory to the Trust in respect of its potential liability under clause 5.1 above and such cover shall be for a minimum of £[…insert amount…] in respect of any one occurrence or series of occurrences arising from one event. The Sponsor shall produce to the Trust, on request, copies of insurance certificates, together with evidence that the policies to which they refer remain in full force and effect, or other evidence concerning the indemnity. The terms of any insurance or the amount of cover shall not relieve the Sponsor of any liabilities under this Agreement.

  • Compensation; Payment of Fees and Expenses As compensation for the performance of the Administrator’s obligations under this Agreement, the Administrator shall be entitled to receive $2,500 annually, which shall be solely an obligation of the Servicer; provided, however, notwithstanding the foregoing, such compensation shall in no event exceed the Servicing Fee for the related annual period. The Administrator shall pay all expenses incurred by it in connection with its activities hereunder.