Transferee Liability Clause Samples

Transferee Liability. In the event that any liability is asserted against the Trustees as recipients of the property transferred to the Trustees hereunder, on account of any claimed liability of or through the Company, the Trustees may use such part of the Trust Corpus as may be reasonable for contesting any such liability and in payment thereof, including reasonable attorneys' fees incurred in connection therewith.

Transferee Liability. Prior to the Closing Date, Sellers agree to notify the appropriate state taxing authority of the transfers contemplated hereunder and obtain a certificate from such authority showing that all tax, penalty and interest assessed against or due from Sellers has been paid, or a clearance certificate from such authority showing that no tax, penalty or interest has been assessed against and is due and unpaid from Sellers.

Transferee Liability. The parties hereto acknowledge and agree that: (a) all consent fees, sales Tax, use, excise, transfer, value added and similar Taxes and assignment or transfer fees, and other fees and charges and Taxes payable in connection with the transactions contemplated hereby, if any, shall be paid by Seller; and (b) all Federal and state income Taxes, if any, incurred by Purchaser or Seller shall be borne by the party incurring such Taxes.

Transferee Liability. (a) Subject to the further provisions of this Section 6, any assignee or transferee (in either case, a "TRANSFEREE") of all or any portion of the Phase I Land and/or any buildings or other improvements thereon, the Mall I Space and/or any buildings or other improvements thereon, or the SECC Land and/or any buildings or other improvements thereon, including, without limitation, any transferee by way of a foreclosure sale or deed-in-lieu of foreclosure, shall be deemed to have assumed the obligations and liabilities hereunder of the Party from whom such Transferee received its interest in such portion of the Phase I Land, Mall I Space or the SECC Land or such buildings or other improvements (to the extent such obligations or liabilities relate to such portion); provided that, without limiting the foregoing, within five (5) Business Days of written request therefor by the non-transferring Party hereto, the Transferee shall execute a writing, in form and substance reasonably satisfactory to such Transferee and to such non-transferring Party, confirming such assumption. In the event of such a transfer or assignment, the transferring Party (the "TRANSFEROR") shall be released from any obligations arising after the effective date of the transfer or assignment (but not any obligations of the Transferor that are outstanding under this Agreement as of the effective date of the transfer or assignment, and the Transferor and the Transferee shall be jointly and severally liable with respect to such obligations). Each Transferor shall give the other Party hereto at least five (5) Business Days' prior written notice of the transfer or assignment in question and shall furnish a fully-executed copy of the instrument of transfer or assignment, within five (5) Business Days of execution thereof, to the other Party hereto. (b) Notwithstanding the foregoing, in the event of a transfer to any Mortgagee (or its designee) resulting from (i) judicial or nonjudicial foreclosure of the Mortgage held by such Mortgagee or (ii) the grant of a deed-in-lieu of such foreclosure, then, in either event, (x) the Transferor shall be released from any obligations arising after the effective date of the transfer; provided, however that the Transferor shall not be released from any obligations which remain outstanding on the date of such transfer and (y) such Mortgagee (or its designee) shall not be liable for any non-monetary defaults of the Transferor arising under this Agreement prior to the ...

Transferee Liability. (i) Prior to the third anniversary of the date of this Agreement, the PPB Sub agrees that it shall not sell, convey or otherwise transfer any material assets to a third party, in a single transaction or series of related transactions, if, at the time of such transaction(s) (or pro forma, after giving effect to such transaction(s)), the PPB Sub has Deficient Net Consolidated Assets (as defined below), unless, at least fifteen (15) business days prior to the closing of such transaction(s), (A) each transferee of such Assets delivers to the Purchaser a valid guaranty (in form and substance reasonably satisfactory to the Purchaser), executed by a duly authorized officer of such transferee, unconditionally (1) guaranteeing the Liabilities of the PPB Sub under this Agreement and (2) agreeing to cause any affiliate of such transferee to which such transferee sells, conveys or otherwise transfers any material assets to deliver a comparable guaranty as a condition precedent to such transaction; provided that (1) the PPB Sub shall remain bound in all respects by the terms of this Agreement, (2) the maximum liability that any such transferee will have under this Agreement shall be equal to the value of the assets acquired from the PPB Sub as of the date of such acquisition and (3) the guaranty delivered to the Purchaser shall set forth the applicable transferee’s best estimate of the value of such assets and (B) the PPB Sub delivers to the Purchaser a written certification, duly executed by the chief financial officer of the PPB Sub, as to the PPB Sub’s best estimate of the value of such assets. (ii) For the purpose of this Section 3(g), (A) the value of assets transferred to any transferee shall equal the sum of (1) the amount of any cash paid for such assets and (2) the value of any non-cash consideration, as reasonably determined by the chief financial officer of the PPB Sub; provided, however, that the Purchaser shall be entitled to determine in its reasonable judgment the value of such assets if the transfer is not made at arms’ length or the Purchaser otherwise reasonably determines that the value otherwise determined in accordance with this sentence is incorrect in any material respect, and (B) the PPB Sub shall be deemed to have “Deficient Net Consolidated Assets” if it has tangible assets (exclusive of goodwill), net of all liabilities (“Net Assets”), equal to less than fifty percent (50%) of the Net Assets of the PPB Sub as of the Acceptance Date, based on ...

Transferee Liability. The parties hereto agree that Purchaser will not, by virtue of the transactions contemplated by this Agreement, assume any liabilities or obligations of Seller or incur any transferee liability whatsoever., Accordingly, Seller agrees to indemnify, protect and hold harmless Purchaser from and against any and all transferee liability arising out of the transactions contemplated herein that may hereafter be claimed by the Internal Revenue Service, Georgia Department of Revenue, any other state, county or local government authority or agency or any creditor of Seller as of the Closing Date.

Transferee Liability. The parties agree that Buyer will not by virtue of the transactions which are the subject hereof assume any liabilities or obligations of Seller whatsoever except for the Assumed Liabilities, and, accordingly, Seller and Shareholder agree to take all actions necessary to fully protect Buyer from and against any and all transferee liability arising out of the transactions which are the subject of this Agreement. Such actions shall include, without limitation, the following: (a) Any and all transferee liabilities assessed or otherwise asserted against Buyer under the "Bulk Sales" article of the Uniform Commercial Code or the tax or revenue laws or regulations of any foreign or domestic jurisdiction shall be Indemnified Liabilities pursuant to Article 10 below.

Transferee Liability. To Seller’s Knowledge, no state of facts exists or has existed that would constitute grounds for the assessment against Buyer, whether by reason of transferee liability or otherwise, of any Liability for any Tax of any nature owed by Seller, including without limitation any wine or liquor taxes or sales taxes.

Transferee Liability. 29 10.22 Counterparts..................................................... 29 -6-