Remaining Duties and Obligations Clause Samples

Remaining Duties and Obligations. Other than as set forth in this Section 2.3 and the other obligations herein, the Parties agree to remove, waive and fully and forever release any and all further obligations between them, including but not limited to any remaining representations, warranties, or indemnities otherwise given and/or due under the Purchase and Sale Agreement and Note. The sole remaining obligations between the Parties under the Purchase and Sale Agreement and Note, to which the first proviso of Section 10.1 thereof (relating to a $2,500,000 "basket") shall not apply, shall therefore be as follows: A. Spar shall continue to remain obligated pursuant to the terms and conditions of the Purchase and Sale Agrement for its indemnity obligations, if any, for taxes as set forth in Section 10.3 of the Purchase and Sale Agreement; provided, however, that Spar shall have no liability for any amount due property taxes related to Sequence Drive; B. Spar shall continue to remain obligated pursuant to the terms and conditions of the Purchase and Sale Agreement for its indemnity obligations, if any, for environmental matters set forth in Sections 3.24 and 10.1(a) of the Purchase and Sale Agreement; C. Spar shall continue to remain obligated pursuant to the terms and conditions of the Purchase and Sale Agreement for its indemnity obligations, if any, for any foreign corrupt practices liabilities as set forth in Sections 3.27 and 10.1(a) of the Purchase and Sale Agreement; D. Spar shall continue to remain obligated pursuant to the terms and conditions of the Purchase and Sale Agreement for its indemnity obligations, if any, for those items set forth in Section 10.1(d) of the Purchase and Sale Agreement, except as it relates to Section 5.6
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Related to Remaining Duties and Obligations

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Duties and Obligations of Employee Employee shall serve as Executive ------------------------------------- Vice President. Employee shall report to CEO or other individual designated by the Board of Directors of the Company. Employee shall faithfully and diligently perform all professional duties and acts as may be requested and required of Employee by Company or its Directors. Employee shall devote such time and attention to the business of Company as shall be required to perform the required services and duties. Employee at all times during the employment term shall strictly adhere to and obey all policies, rules and regulations established from time to time governing the conduct of employees of Company

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Survival of Rights, Duties and Obligations Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to such Party or which thereafter may accrue in respect of any act or omission prior to such termination.

  • Expenses and Obligations Except as otherwise expressly provided in this Agreement, all costs and expenses incurred by the parties hereto in connection with the transactions contemplated by this Agreement shall be borne solely and entirely by the party that has incurred such expenses.