TRANSFERRED OBLIGATIONS Sample Clauses

The "Transferred Obligations" clause defines which duties, responsibilities, or liabilities are being moved from one party to another under an agreement. In practice, this clause specifies the exact obligations that the transferee will assume, such as ongoing service commitments, payment responsibilities, or compliance with certain terms, and may outline any exceptions or limitations to the transfer. Its core function is to ensure clarity and certainty regarding which obligations are being transferred, thereby preventing disputes and allocating risk appropriately between the parties.
TRANSFERRED OBLIGATIONS. Buyer will not engage in any Transfer of the Product unless the successor or transferee agrees in writing to be bound by all of the terms, conditions and obligations contained in this Agreement and the other documents and agreements executed in connection with the transactions contemplated hereby that Buyer does not remain obligated to perform.
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TRANSFERRED OBLIGATIONS. Except for the Excluded Obligations, Assignee hereby consents to be bound by the terms of any and all Contracts (to the same extent as the Assignor was so bound) and assumes and agrees to pay, satisfy, honor, perform and discharge, as and when due, and (where applicable) otherwise in accordance with the Contracts, from the Assignment Effective Date, all liabilities, obligations, debts, contracts and commitments of any kind, character or description of Assignor primarily relating to, or arising under or in respect of, the Contributed Assets, whether absolute, accrued, liquidated, unliquidated, contingent, executory or otherwise arising, whether before or after the Assignment Effective Date including, without limitation, the payroll-related liabilities and other obligations set forth on Schedule 12 attached hereto (collectively, the "TRANSFERRED OBLIGATIONS").
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TRANSFERRED OBLIGATIONS. At the Closing, A&C shall assume only the following Liabilities of ICP (the "TRANSFERRED OBLIGATIONS"), and no others: (i) All Liabilities arising after the Closing Date under the Transferred Contracts; (ii) all Liabilities arising after the Closing under the Facility Leases; (iii) all Liabilities arising after the Closing under the Equipment Leases; (iv) all of the accounts payable, other accrued expenses and any other items shown as "current liabilities" on the Closing Date Balance Sheet (other than employee compensation expenses such as payroll, benefits, commissions, withholdings, and Taxes); (v) the Liabilities expressly assumed by Buyer pursuant to this Agreement; (vi) all Liabilities under open purchase orders that were entered into by ICP on behalf of the Acquired Business in the Ordinary Course of Business and which provide for the delivery of goods or services to the Acquired Business (and in either case for payment) subsequent to the Closing Date; (vii) as provided in Section 2.5 hereof, all Liabilities in respect of real or personal property Taxes, utilities, gas and other services but only to the extent that they pertain to periods after the Closing Date; (viii) all Liabilities arising from the operation of the Acquired Business from and after the Closing Date; and (ix) the Liability described on SCHEDULE 2.2(c)(ix). Except for the Transferred Obligations, A&C shall not assume or be responsible at any time for any Liabilities of ICP or any of its Affiliates. Without limiting the generality of the foregoing, ICP expressly acknowledges and agrees that ICP shall retain, and that A&C shall not assume or otherwise be obligated to pay, perform, defend or discharge, except for the Transferred Obligations, (1) any Liabilities of ICP or any of its Affiliates for Taxes (except as provided in (vii) above), whether measured by income or otherwise, (2) any Liabilities of ICP or any of its Affiliates in connection with employee compensation expenses with respect to periods prior to Closing including, but not limited to, payroll, benefits, commissions, withholdings, and Taxes or with any Benefit Plan (with respect to the Employees or otherwise), including, without limitation, any liability of ICP or any of its Affiliates under ERISA, (3) any Liabilities of ICP or any of its Affiliates under any Environmental Laws, (4) any Liabilities pertaining to products sold by ICP prior to the Closing Date, including, but not limited to, product liability and returns and...
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TRANSFERRED OBLIGATIONS. Notwithstanding any other provision of this Agreement, and in addition to any other specific responsibilities of PPD which are set forth herein, pursuant to 21 CFR Section 312.52, PPD assumes the following specific responsibilities of ▇▇▇▇▇▇▇▇▇▇ as "Sponsor" under the Federal Food and Drug Administration Act ("Act"): a. Screening Investigators to perform the Study in accordance with the Protocol; b. Obtaining from Investigators information required by 21 CFR (S)312.53(c)(1), (2) and (3); c. Transmitting to Investigators the materials described in 21 CFR (S)312.55(a) and (b) submitted to PPD by ▇▇▇▇▇▇▇▇▇▇, and any other Study-related materials by ▇▇▇▇▇▇▇▇▇▇; d. Selecting monitors who will monitor in accordance with 21 CFR 312.53(d) and 312.56 (a) to perform the following tasks: 1. Monitor the progress of the Study; 2. Ensure the completeness and accuracy of clinical data; 3. Ensure Investigators' compliance with federal and other applicable laws and regulations; e. Ensuring that the Study is conducted at each site in accordance with the Protocol, the Act, and applicable regulatory requirements and guidelines: f. Transmitting all relevant information concerning serious or unexpected adverse events within twenty-four (24) hours to ▇▇▇▇▇▇▇▇▇▇; provided, however, that ▇▇▇▇▇▇▇▇▇▇ shall retain responsibility for writing and filing IND Safety Reports with the FDA, and PPD shall transmit information from such reports to all Investigators. g. Maintaining all necessary records concerning the Study as required by law; h. Assuring the return of all unused supplies of investigational drug (Study Drug and Control Drug) from each site as specified by the Protocol to ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇'▇ designee. ▇▇▇▇▇▇▇▇▇▇ transfers the above responsibilities to PPD but retains those responsibilities of ▇▇▇▇▇▇▇▇▇▇ not specifically listed herein. Except for the responsibilities transferred to PPD herein, ▇▇▇▇▇▇▇▇▇▇ shall at all times be deemed to be the "Sponsor" of the Study for purposes of the Act.
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TRANSFERRED OBLIGATIONS. Assignee hereby consents to be bound by the terms of any and all contracts (to the same extent as the Assignor was so bound) and assumes and agrees to pay, satisfy, honor, perform and discharge, as and when due, and (where applicable) otherwise in accordance with the contracts, from the Assignment Effective Date, all liabilities, obligations, debts, contracts and commitments of any kind, character or description of Assignor primarily relating to, or arising under or in respect of, the Contributed Assets, whether absolute, accrued, liquidated, unliquidated, contingent, executory or otherwise arising, whether before or after the Assignment Effective Date (collectively, the "TRANSFERRED OBLIGATIONS").
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TRANSFERRED OBLIGATIONS. The City agrees to, at its sole cost and expense, assume complete and full responsibility for all duties, obligations, and responsibilities of the Port under each Project Supplement for a City-Performed Project. Such duties, obligations, and responsibilities of each party shall include, but not be limited to, performance of the activity authorized by the Project Supplement, implementation of the required contract provisions, required reporting, audit compliance, and completion of any necessary environmental review, as well as all other applicable requirements of the CalSTA Agreement and the Act. The City and Port agree to coordinate and cooperate with each other to assure compliance with all such requirements.
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TRANSFERRED OBLIGATIONS. If and to the extent the RandH Buyers are required to assume or agree to assume any liability in respect of service rendered or events occurring before the Closing (a "Transferred Conformed Copy Obligation"), then, except as otherwise provided in Section 8.1(E)(3) or (E)(4) below, the RandH Buyers will pay such liability and the Ferro Sellers will reimburse the RandH Buyers' for the Ferro Sellers' share of such Transferred Obligations, which will equal - (a) The amount of the Transferred Obligation minus (b) The value of any assets directly related to such Transferred Obligation that have been or are transferred to the RandH Buyers at Closing.
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Related to TRANSFERRED OBLIGATIONS

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Debtor or a Security Grantor of its obligations under any of the Debt Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; and (d) have or be deemed to have any relationship of trust or agency with, any Debtor.

  • Retained Obligations Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

  • Assumed Obligations As additional consideration for the Acquired Assets, Buyer shall assume the following obligations and liabilities of Seller (the “Assumed Obligations”): (i) obligations and liabilities of Seller (if any) arising before (except to the extent such obligations are imposed on Seller under the Existing Lease) or after the Closing Date under Real Property Interests and Contracts assigned to Buyer pursuant to the provisions hereof or under Line Agreements, as provided in Section 2.08(b); (ii) except for any income tax liability Seller may incur from Seller selling the Acquired Assets to Buyer, all obligations, commitments and liabilities of the Public Parties, of whatever nature, whether known or unknown, asserted or unasserted, fixed, absolute or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated or due or to become due, which relate to the condition of the Real Property and the other Acquired Assets arising before or after the Closing Date, or which relate exclusively to the ownership, condition or operation of the Acquired Assets arising before or after the Closing Date, including those arising under statutes, rules, regulations and effective or pending orders of Governmental Authorities; (iii) all Environmental Liabilities of the Public Parties arising before or after the Closing Date which arise out of or are related in any way to the condition, ownership or use of the Real Property or the Line Agreements or any other Acquired Assets, including without limitation (A) any environmental contamination or other condition, or the presence of Hazardous Substances, on the Real Property or other Acquired Assets, whether such contamination or Hazardous Substances are located on or under the Real Property or other Acquired Assets or have migrated or will migrate from or to the Real Property or other Acquired Assets, and (B) the handling, use, treatment, removal, storage, decontamination, cleanup, transport (except for transportation as a common carrier) or disposal of, or exposure to, Hazardous Substances, whether such conditions and/or Environmental Liabilities are known or unknown, suspected or unsuspected, contemplated or uncontemplated, and whether or not such conditions were caused by Seller or predecessors or Affiliates of Seller.

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.