Applicability to Parent and Subsidiary; Liability Sample Clauses

Applicability to Parent and Subsidiary; Liability. The requirements and obligations of this Agreement that are applicable to the Funding Recipient (or applicable to a “contractor” or “Contractor” intended to mean the Funding Recipient) shall apply to both Parent and Subsidiary unless there are specific requirements or obligations that by their terms would only apply to one or the other, as determined in the sole and absolute discretion of the City. If requirements or obligations to be performed by Funding Recipient can be fulfilled by either Parent or Subsidiary, it will be the responsibility of Parent and Subsidiary to determine between themselves which entity will perform such requirements or obligations; provided, however, that the requirements under Sections 6.02(c), (d), (e) and (f) of this Agreement shall be fulfilled by [Insert: Either the Parent or Subsidiary]. In addition, the requirements under Sections 6.02(g) and (h) of this Agreement, as applicable, shall be the responsibility of both Parent and Subsidiary. Notwithstanding the foregoing, Parent shall ensure the performance of all requirements and obligations to be performed by Funding Recipient under this Agreement and ensure full compliance with the terms and conditions of this Agreement, whether by Parent and/or Subsidiary, and Parent shall bear all liability for its own and Subsidiary’s nonperformance and/or noncompliance hereunder and for its own and Subsidiary’s acts or omissions. If Parent and Subsidiary terminate their affiliation during the Performance Term, then Parent shall notify the City in writing as soon as practicable and no later than thirty (30) days after the effective date of such termination.
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Applicability to Parent and Subsidiary; Liability. The requirements and obligations of this Security Agreement that are applicable to the Grantor shall apply to both Parent and Subsidiary unless there are specific requirements or obligations that by their terms would only apply to one or the other, as determined in the sole and absolute discretion of the City. If requirements or obligations to be performed by Grantor can be fulfilled by either Parent or Subsidiary, it will be the responsibility of Parent and Subsidiary to determine between themselves which entity will perform such requirements or obligations; provided, however, that if any requirements or obligations under this Security Agreement are the same as requirements or obligations under the Funding Agreement that are specifically designated to be performed by Parent or Subsidiary, as applicable, such requirements or obligations under this Security Agreement shall be performed by the same party. Notwithstanding the foregoing, Parent shall ensure the performance of all requirements and obligations to be performed by Grantor under this Security Agreement and ensure full compliance with the terms and conditions of this Security Agreement, whether by Parent and/or Subsidiary, and Parent shall bear all liability for its own and Subsidiary’s nonperformance and/or noncompliance hereunder and for its own and Subsidiary’s acts or omissions.
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Related to Applicability to Parent and Subsidiary; Liability

  • Business Auto Liability The automobile liability insurance provided by the Contractor shall conform to the requirements hereinafter set forth:

  • Auto Liability Where the services to be provided under this Contract involve or require the use of any type of vehicle by Contractor in order to perform said services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars ($1,000,000.00). ❒ Insurance Reduction or Waiver of Coverage Requested (Exhibit “C”)

  • Company Liability 23.1 Nothing in this Agreement excludes or limits the Company’s liability for any matter that cannot be excluded or limited under Applicable Regulations.

  • BellSouth Liability BellSouth shall take financial responsibility for its own actions in causing, or its lack of action in preventing, unbillable or uncollectible e.spire revenues.

  • Employee Liability In the event an employee becomes a defendant in a civil liability suit arising out of actions taken or not taken in the course of his/her employment for the state, he/she has the right to request representation and indemnification through his/her agency in accordance with RCW 4.92.060 and 070 and agency policy.

  • Watercraft Liability 1. Coverages E and F do not apply to any "water- craft liability" if, at the time of an "occurrence", the involved watercraft is being:

  • Commercial General Liability and Business Auto Liability will be endorsed to provide primary and non-contributory coverage The Commercial General Liability Additional Insured endorsement will include on-going and completed operations and will be submitted with the

  • Failure to Maintain Financial Viability The System Agency may terminate the Contract if, in its sole discretion, the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the services and Deliverables, or otherwise fully perform its responsibilities under the Contract.

  • Environmental Liability Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:

  • Good Standing of Subsidiaries Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing or equivalent status under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing or equivalent status would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable (except as such non-assessability may be affected by Section 18-607 of the Limited Liability Company Act of the State of Delaware and limited to the extent set forth in such Subsidiary’s organizational documents) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, other than (1) as contemplated by the Asset-Based Revolving Credit Agreement, dated as of April 1, 2016, by and among the Company and certain of its subsidiaries, as borrowers, the guarantors party thereto, Citibank, N.A., as administrative agent, and the other lenders party thereto (as amended, the “ABL Facility”), as disclosed in the General Disclosure Package; (2) as contemplated by the Indenture, dated as of November 2, 2017, among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee, pursuant to which the Company issued its 8.00% Senior Secured Notes due 2024 (as amended or supplemented, the “Notes Indenture”), as disclosed in the General Disclosure Package; and (3) as contemplated by the liens, encumbrances or defects in place as of the date hereof in connection with other debt outstanding as disclosed in the General Disclosure Package. None of the outstanding equity securities of any Subsidiary was issued in violation of any preemptive or similar rights of any securityholder of such Subsidiary.

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