Vendor Liabilities Sample Clauses

The Vendor Liabilities clause defines the responsibilities and obligations of the vendor regarding any losses, damages, or claims arising from their products or services. Typically, this clause outlines the extent to which the vendor is liable for defects, delays, or failures to meet contractual requirements, and may specify limitations or exclusions of liability. Its core practical function is to allocate risk between the parties, ensuring that the vendor is held accountable for issues within their control while clarifying the boundaries of their financial and legal responsibility.
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Vendor Liabilities. A material condition of this agreement is that the Purchaser shall assume all of the Vendor’s obligations, liabilities and accounts payable of the Clinics and hereafter the Purchaser shall be responsible for all debts, claims and other liabilities or obligations incurred or arising from the operation of the Clinics prior to the Closing Date, including the profit sharing amounts owing to the Chiropractors of the Clinics. The total amount of the Assumed Liabilities shall hereafter be for the account of the Purchaser, subject to the Vendor’s indemnification of any amount greater than the Assumed Liabilities.
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Vendor Liabilities. The Vendor shall be responsible for all Liabilities related to Employees not set out in Section 6.1(2) above, including but not limited to: (a) for salary, wages, bonuses, commissions, vacations, vacation pay and other compensation and benefits relating to the employment of all Transferred Employees prior to the Closing Date; and (b) for salary, wages, bonuses, commissions, vacations, vacation pay and other compensation and benefits relating to the employment or termination of employment of all Employees who are not Transferred Employees.
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Vendor Liabilities. (1) The Purchaser shall not assume any liabilities of the Vendor with respect to the Purchased Assets arising on or prior to the Closing Date and the Purchaser shall have no obligation to discharge, perform or fulfil, and the Vendor will indemnify the Purchaser from and against, any and all Vendor Liabilities, other than as described in Section 4.2 below. “Vendor Liabilities” means any and all liabilities, obligations, and commitments of the Vendor or with respect to the Purchased Assets, whether known, unknown, direct, indirect, absolute, contingent or otherwise or arising out of facts, circumstances or events, in existence on or prior to the Effective Time, including:
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Vendor Liabilities. Subject to Clause 2.3, as between the Vendors, to the extent that any liability or obligation of one of the Vendors to the Purchaser under this Agreement is attributable to the act, failure to act or breach of a representation or warranty of a particular Vendor, the liability or obligation shall be allocated to such Vendor. In all other cases, as between the Vendors, any right, obligation or liability under this Agreement which pertains to particular assets that form part of the WCBU Assets or Partnership Interest shall be allocated between the Vendors based on each Vendor’s interest in the particular WCBU Assets or Partnership Interest.
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Vendor Liabilities. (1) The Purchaser shall not assume any liabilities of the Vendors with respect to the Purchased Assets and shall have no obligation to discharge, perform or fulfil, and the Vendors will indemnify the Purchaser from and against, any and all Vendor Liabilities. “Vendor Liabilities” means any and all liabilities, obligations, and commitments of the Vendors or with respect to the Purchased Assets or the Purchased Assets, whether known, unknown, direct, indirect, absolute, contingent or otherwise or arising out of facts, circumstances or events, in existence on or prior to the Closing Date, including:
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Related to Vendor Liabilities

  • Other Liabilities Local Church represents and warrants that is has no loans, leases or other debts secured by the Real Property or Personal Property, except those matters set out Schedule 3.2, and that if any debts exist, secured or unsecured, it shall either satisfy all of its debts, loans, and liabilities, or assign or transfer such obligations to its new operating entity prior to or simultaneous with Closing, and solely bear the cost thereof. Local Church must provide sufficient documentation of the same to Annual Conference.

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

  • Our Liability This section explains our liability to you only to the extent that any other agreements, notices or disclosures have not separately disclosed our liability. In no event shall we be liable to you for failure to provide access to your Online Banking or ▇▇▇▇ Payment services accounts. Unless otherwise required by applicable law, we are only responsible for performing the Online Banking and ▇▇▇▇ Payment services as delineated in this Agreement. We will be liable for the amount of any material losses or damages incurred by you and resulting directly from our gross negligence. We will not be liable to you in the following instances: 1. If through no fault of the Bank, you do not have enough money in your account to make the transfer. 2. If circumstances beyond our control (such as fire, flood, power outage, equipment or technical failure or breakdown) prevents the transfer despite reasonable precautions that we have taken. 3. If there is a hold on your account, or if access to your account is blocked, in accordance with banking policy. 4. If your funds are subject to a legal proceeding or other encumbrance restricting the transfer. 5. If your transfer authorization terminates by operation of law. 6. If you believe someone has accessed your accounts without your permission and you fail to notify the Bank immediately. 7. If you have not properly followed the instructions on how to make a transfer included in this Agreement. 8. If we have received incomplete or inaccurate information from you or a third party involving the account or transfer. 9. If we have a reasonable basis for believing that unauthorized use of your Password or account has occurred or may be occurring or if you default under this Agreement, the deposit account agreement, a credit agreement or any other agreement with us, or if we or you terminate this Agreement. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT.

  • No Other Liabilities The Company has no actual or contingent obligations or liabilities (in any capacity including as principal contracting party or guarantor) in relation to any lease, licence or other interest in, or agreement relating to, land apart from the Properties.

  • ADVISOR’S LIABILITIES AND INDEMNIFICATION (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein. (b) The Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Advisor in contradiction of the Investment Policies. (c) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the obligations or duties hereunder on the part of the Advisor, the Advisor shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law. (d) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.