COMMITMENTS AND LIABILITIES Sample Clauses

The 'Commitments and Liabilities' clause defines the obligations each party undertakes and the extent of their responsibility for losses or damages arising from the agreement. It typically outlines what actions or deliverables each party is required to perform, as well as the circumstances under which they may be held liable for breaches, delays, or failures to meet their commitments. By clearly specifying these duties and potential liabilities, the clause helps allocate risk between the parties and ensures that both sides understand their responsibilities, thereby reducing the likelihood of disputes.
COMMITMENTS AND LIABILITIES. The provisions of this Agreement are not intended to constitute an Association or a company between LESSOR and LESSEE. Consequently, the LESSEE's revenues and fees shall not be affected in any manner whatsoever as a result of its hotel activities or operation of the property. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
View SourceView Similar (2)
COMMITMENTS AND LIABILITIES. The provisions of this Agreement are not intended to constitute an Association or a company between SUBLESSOR and SUBLESSEE. Consequently, the SUBLESSEE's revenues and fees shall not be affected in any manner whatsoever as a result of its hotel activities or operation of the property.
View Source
COMMITMENTS AND LIABILITIES. The Company: has no material capital commitments, liabilities (whether contingent or otherwise), loans or borrowings; is not a party to any agreement which is or may become terminable as a result of the entry into or completion of this agreement; or is not in material default of any agreement or arrangement to which it is a party. In respect of all Intellectual Property of the Company other than standard, off-the-shelf, packaged office software (“Company Intellectual Property”): the Company is the sole legal and beneficial owner, free of licence, royalty, restriction or other adverse interests; or the Company has licences from third parties which are adequate to enable it to conduct its Business as currently carried on; or (in respect of any Company Intellectual Property not within (a) or (b) above) third party licences are freely available on the open market on usual commercial terms and have been obtained by the Company. The Company has taken all steps necessary for the protection of all Intellectual Property owned by it and the Company has not itself granted any rights to third parties in relation to any of its Intellectual Property. No actions, claims or allegations with respect to any Intellectual Property owned by the Company have been made, or are pending or threatened, by any third party: alleging breach, infringement, misuse or misappropriation by the Company or on the Company’s behalf of any Intellectual Property; otherwise challenging the use by the Company or any third party of any technology, know-how or computer software; challenging the ownership by the Company, validity or effectiveness of any Intellectual Property; or alleging that the activities or proposed activities of any employee of the Company in relation to the Company’s business is in breach of any contact or covenant with a third party, and, so far as the Company is aware, there are not any facts, matters or circumstances which could give rise to any such action, claim or allegation. The licences, agreements and arrangements entered into by the Company in relation to Company Intellectual Property in respect of which the Company is a licensor, a licensee or otherwise a party, have been entered into in the ordinary course of business, are in full force and effect and no notice has been given on either side to terminate any of them and no amendment has been made or accepted to their terms since they were first entered into; and no disputes exist or are anticipated in respect of any o...
View Source
COMMITMENTS AND LIABILITIES. Cenntro shall assume all commitments and liabilities as a result of the Leases.
View Source

Related to COMMITMENTS AND LIABILITIES

  • Indebtedness and Liabilities Incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness or Liability, other than: (a) Indebtedness to the Lender for Advances, or otherwise; (b) Indebtedness and Liabilities with respect to trade obligations, accounts payable and other normal accruals incurred in the ordinary course of business, or with respect to which any of the Borrowers is contesting in good faith the amount or validity thereof by appropriate proceedings, and then only to the extent that the Borrowers have set aside on their books adequate reserves therefor; (c) Indebtedness under those Real Property Leases listed on Schedule "3.07" annexed hereto; (d) Indebtedness under Existing Operating Leases listed on Schedule "3.05" annexed hereto; (e) Existing Indebtedness, but only to the extent set forth on Schedule "6.01(e)" annexed hereto; (f) Purchase money Indebtedness or other Indebtedness incurred or assumed in connection with Investments (including the acquisition of additional assets or businesses) and Capital Expenditures made following the Agreement Date; provided, however, that: (i) the Borrowers shall, in connection with the incurrence of any and all such Indebtedness, be in compliance with the provisions of Section 6.06(c) and Section 6.09 hereof; and (ii) to the extent that the Borrowers shall elect to incur Indebtedness for money borrowed (other than purchase money Indebtedness) from any financial institution in connection with any permitted Investment contemplated by Section 6.06(c) hereof, they shall afford the Lender a right of first refusal to provide the financing therefor; provided, that the terms and conditions of any such financing which the Lender may (at their sole discretion) elect to offer shall be on terms and conditions which, in the aggregate, shall be no less favorable to the Borrowers than those offered by any other financial institution; (g) Intercompany Investments which are represented by instruments that are promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement; and (h) Subordinated Debt in such amounts and upon such terms and conditions as shall be reasonably acceptable to the Lender.

  • Litigation and Liabilities There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

  • Refund Liabilities 8.4.1 The State shall be liable for interest on refunds from the date the refund is credited to a State account until the date the refund is debited from the State account for program purposes. The State shall apply a $50,000 refund transaction threshold below which the State shall not incur or calculate interest liabilities on refunds. A transaction is defined as a single deposit. 8.4.2 For each refund, the State shall maintain information identifying: (1) date a refund is credited to a State account (2) date of the subsequent deposit of Federal funds against which the refund is offset

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Taxes and Liabilities The Company shall pay when due all material taxes, assessments and other liabilities except as contested in good faith and by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established.