Liability for Prior Period Amounts Clause Samples

Liability for Prior Period Amounts. If any amount is to be charged or credited to a Person who is no longer a Partner pursuant to paragraph (a) or (b) of this Section 3.7, such amount must be paid by (in the case of a charge) or to (in the case of a credit) such party, as the case may be, in cash, with interest at the Treasury ▇▇▇▇ Rate in effect at that time from the date on which the General Partner determines that such charge or credit is required. In the case of a charge, the former Partner is obligated to pay the amount of the charge, plus interest as provided above, to the Partnership on demand; provided that in no event is a former Partner obligated to make a payment exceeding the amount of its Capital Account at the time to which the charge relates. To the extent the Partnership fails to collect, in full, any amount required to be charged to such former Partner pursuant to paragraph (a) or (b) of this Section 3.7, whether due to the expiration of the applicable limitation period, if any, or for any other reason whatsoever, the deficiency may be charged proportionately to the Capital Accounts of the current Partners.
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Related to Liability for Prior Period Amounts

  • Liability for Taxes The Seller Parties shall be liable for and pay, and pursuant to this Article VII shall indemnify the Buyer Indemnitees against, all Taxes (including any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • Survivability of Servicer Liabilities Notwithstanding anything herein to the contrary, upon termination of the Servicer hereunder, any liabilities of the Servicer which accrued prior to such termination shall survive such termination.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • No Liability for Termination Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms.