Assumed Liability. WE DO NOT INSURE claims arising out of any liability assumed by you only by contract, except those set out in paragraph (b) of “Coverage E
Assumed Liability for any liability assumed by any Insured under any express warranty, guarantee, representation, hold harmless agreement, indemnity contract or similar agreement unless such liability would attach in the absence of such warranty, guarantee, representation, contract or agreement provided that this exclusion shall not apply to the Company’s obligation to advance Defence Costs in accordance with Extension 2.(d);
Assumed Liability. LESSEE assumes all risk and liability for the loss of, damage to, death of, or injury to any person or property caused by the use, condition, possession, or storage of property leased from LESSOR (“Equipment”) as well as all other risks and liabilities arising from the same.
Assumed Liability. The Buyer shall promptly notify the Sellers of the basis and amount of any such insurance claim. Any such rights of the Buyer to receive payment on any such insurance claim shall be subject to any deductibles, self-insured retentions, retained amounts, retentions or exclusions, to the Buyer’s payment of any retrospectively rated premiums, and to the other terms of the applicable insurance policy. If so requested by any Seller, the Buyer shall, as a condition to receiving payment on any such insurance claim, make arrangements reasonably satisfactory to such Seller for the payment directly to the applicable insurance carrier of any amounts which are the responsibility of the Buyer in accordance with the immediately preceding sentence. This Section 6.11 shall not require any Seller to convert any “claims made” policy to an “occurrence based” policy and shall not obligate any Seller to maintain any insurance policy in effect such that it covers claims made or events occurring after the Closing.
Assumed Liability. Any claims arising out of any liability assumed by the Participant by agreement, unless such liability would have attached to the Participant in the absence of such agreement.
Assumed Liability. Liability you assume by agreement other than liability, which would have arisen if such agreement had not been entered into.
Assumed Liability. (ii) To the extent that the foregoing undertakings by VitalStream may be unenforceable for any reason, VitalStream shall make the maximum contribution to the payment and satisfaction of the Losses described above incurred by any Purchase Share Indemnitee which is permissible under applicable Law.
Assumed Liability. Without limitation of the foregoing, the parties shall cooperate with one another and each shall take all such actions as may be necessary and as are consistent with customary industry practices in order to assure that the Closing and transition (including the conversion of Seller’s data relating to the Assumed Deposits onto Purchaser’s data processing system) are effected smoothly and efficiently so as to minimize potential disruption to the customers of the Branch, Purchaser and Seller. Additionally, after the Effective Date, each of Seller and Purchaser shall: (i) make available to the other and to any taxing authority as reasonably requested all relevant information, records and documents relating to Taxes with respect to the Purchased Assets, the Assumed Liabilities and the operation of the Branch; and (ii) provide timely notice to the other in writing of any pending or proposed Tax audits or Tax assessments with respect to the Purchased Assets, the Assumed Liabilities and the operation of the Branch for taxable periods for which the other may have a liability under this Agreement.
Assumed Liability. The term "Assumed Liability" shall have the meaning set forth in Section 2.4.
Assumed Liability. The Buyer presently intends to offer employment to all of the employees and information technology consultants of the Seller that are so designated on SCHEDULE 2.18.1 ("Assumed Employees") on the Closing Date as employees or information technology consultants, as the case may be, to be offered employment by the Seller. The Seller acknowledges and agrees that the foregoing representation by the Buyer does not require the Buyer to continue to employ any such Assumed Employee for any specific periods of time after the Closing Date other than as specifically provided otherwise in the Management Agreements with respect to Xxx and Xxxxx. The Buyer will give the Seller's employees who are employed by the Buyer credit for accrued vacation and sick leave to the extent such costs are reserved as a liability in the Closing Date Balance Sheet or treated by the parties as a reduction to the Closing Book Value under Clause 1.4.1.3(d). The Buyer shall furnish 1999 W-2s to the Seller's employees who are employed by the Buyer for the combined 1999 earnings from the Seller (paid before the Closing Date) and the Buyer, provided that the Seller shall provide the Buyer with accurate payroll and withholding records. Further, the Seller shall withhold all amounts required by law from its employees and pay all required payroll taxes (FICA, FUTA, Medicare, income tax and the like) for the compensation it pays such employees during 1999 and file all returns due for any period before the Closing Date with respect to employee income tax withholding, social security, Medicare, unemployment taxes and other similar taxes and charges, in compliance with the tax withholding provisions of the Code and other applicable federal, state and local laws.
