Liability for Contributions Sample Clauses
The "Liability for Contributions" clause defines the responsibilities and obligations of parties regarding the financial or resource contributions they are required to make under an agreement. It typically outlines who is responsible for making contributions, the timing and manner of such contributions, and the consequences of failing to fulfill these obligations. For example, in a joint venture, each party's share of capital or resources may be specified, along with remedies if a party defaults. This clause ensures that all parties are clear about their financial commitments, thereby reducing the risk of disputes and ensuring the smooth operation of the collaborative arrangement.
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Liability for Contributions. 4.1 Each Party represents and warrants as follows:
(a) that it is the owner of its Contributed Assets and has the legal right to contribute the same to the Joint Venture;
(b) that the Contributed Assets are free and clear of all liens, encumbrances, mortgages, charges and security interests of any kind whatsoever;
(c) that the Contributed Assets may be used for the purpose and duration provided or implied in the contribution.
4.2 If the use of all or part of a Party’s Contributed Assets by the Joint Venture is materially restricted or rendered impossible due to defects, claims by a third party or for other reasons due to the fault of the contributing Party, the contributing Party shall replace such Contributed Assets and provide to the Joint Venture other contributions which meet, as closely as possible, the needs of the Joint Venture for which the contribution was intended. A failure to replace such Contributed Assets shall be treated as a breach of the contributing Party’s obligations hereunder. The replacement contribution shall be treated as Contributed Assets and all representations and warranties shall apply to it as they did to the original Contributed Assets.
4.3 If the value of the replacement Contributed Assets is different from that of the original Contributed Assets and a replacement of equal value cannot be made, the Share in the Contributed Assets shall be adjusted by agreement of the Parties or, failing such agreement, as valued by the Independent Expert pursuant to Article 32.8; it being understood that, irrespective of the estimated value of the replacement Contributed Assets, an increase in the Share in the Contributed Assets shall be provided only if all other Parties agree to it.
4.4 The contributing Party shall compensate the Joint Venture for all loss and damage suffered as a result of any defects in the Contributed Assets and any restrictions affecting their use contrary to the representations and warranties of that Party. It shall indemnify the Joint Venture against any claims by third parties if the use of the Contributed Assets interferes with their rights contrary to the representations and warranties in Article 4.1 and the relevant Ancillary Agreement.
Liability for Contributions. Except as otherwise provided by this Agreement, no Member will be liable for the debts, liabilities, contracts or any other obligations of the Company. Except as otherwise provided by this Agreement, any other agreements among the Members, or applicable state law, a Member will be liable only to make its Capital Contributions and will not be required to lend any funds to the Company or, after its Capital Contributions have been paid, to make any additional contributions to the Company. No Manager will have any personal liability for the payment or repayment of any Capital Contributions of any Member.
Liability for Contributions. Unless otherwise expressly agreed by the Company at the time of the acceptance of a Member's offer or subscription to purchase Units or as may be otherwise expressly agreed by the Company at any time thereafter, a Member's obligation to make a Contribution to the Company is not excused by the Member's death, disability, or other inability to perform personally, and if a Member does not make a required Contribution, the Member or the Member's estate shall be obligated, at the option of the Company, to contribute money equal to the value of the part of the Contribution which has not been made. The Company shall also have the authority to enter into an agreement with any Member that includes specified penalties for, or specified consequences of, the failure of the Member to make a required Contribution to the Company. The penalties or consequences may include reducing or eliminating the defaulting Member's proportionate interest in the Company, subordinating the Member's Units and related interest to those of the other Members, a forced sale of the Member's Units, forfeiture of the Member's Units, the lending by other Members of the amount necessary to meet the Member's commitment, a fixing of the value of the Member's Units by appraisal or by formula, and the redemption or sale of the Member's Units at such value. This Section is not intended to, and does not, limit any of the rights and remedies which are available to the Company under this Agreement or at law, in equity, or otherwise, by reason of a Member's failure to timely and fully make a required Contribution to the Company.
Liability for Contributions. No party shall be liable to any other party for any sum whatsoever except to the extent Contributions made on Temporary Employees are, in fact, collected and received. All Participating Trust Funds shall make every reasonable effort to collect all Contributions due, as required by ERISA. The Trustees of each Participating Fund agree to cause investigation to be made upon request of the Trustees of any other Participating Fund to determine whether Contributions as required have been made on behalf of Temporary Employees. However, a Temporary Employee's Home Fund shall have no responsibility to take any action to enforce the terms of any collective bargaining agreement requiring Contributions to another Participating Trust Fund.
Liability for Contributions. The employer-parties shall be jointly and severally liable with respect to the contribution obligations set forth in Section 5. With respect to and at the time of each contribution to the Trust Fund, the Committee shall deliver to the Trustee a written certificate stating the amount or portion attributable to each employer-party. On the basis of such certificate, the Trustee shall keep records of the amount contributed to the Trust Fund by each employer-party.
Liability for Contributions. The Committee shall not be responsible --------------------------- for the determination or collection of any contributions which may be or become payable under this Plan.
Liability for Contributions. 5.1 Each Party represents and warrants that the contributions described in Article 3 and 4 and relevant ancillary Agreements:
(a) Are at its free disposal and that it is entitled to contribute them to the Consortium for the agreed use;
(b) Are of the described area; and
(c) Shall be used for the purpose provided or implied in the Article 2.
5.2 The contributing Party shall compensate the Consortium for all loss and damage suffered as a result of any defects in the contributions and any restrictions affecting their use contrary to the representations and warranties of that Party. It shall indemnify the Consortium against any claims by third parties if the use of the contributions interferes with their rights contrary to the representations and warranties in Article 5.1 and the relevant Ancillary Agreement.
5.3 Each party undertakes to take part in the efficient implementation of the land pooling project of the sector and to cooperate, perform and fulfil, promptly and on time, all of its obligation under this Agreements/ and other Agreements of the Consortium as may be reasonable required according to the sound principles of finance and transparent process.
5.4 Each party shall promptly provide all information reasonably required by the Consortium body/ Committee and take reasonable measures to ensure the accuracy of any information, documents/ or materials it supplies to other parties.
Liability for Contributions. Each Member is liable to contribute cash or property and to perform services to the Company only to the extent provided in this Agreement or the Act.
Liability for Contributions. The Member shall be obligated to the Company to perform any promise to contribute cash or property, or to perform services, that are otherwise enforceable in accordance with applicable law. Additionally, the Member shall be liable to the Company for any distributions received by it in violation of Section 5.05.
Liability for Contributions. (a) A promise by a Member to contribute to the Company is not enforceable unless it is set out in writing and signed by the Member.
(b) The obligation of a Member to make a contribution may be compromised only by consent of both Members.