Entities for Which Liabilities for Any Sample Clauses

Entities for Which Liabilities for Any. Future Claims Shall Be Shared Schedule 1.1(h)(i) Designated B&W Liabilities Schedule 1.1(h)(ii) Designated MII Liabilities Schedule 1.1(i) Excluded Assets Schedule 1.1(j) MII Subsidiaries Schedule 2.2(a) Restated Certificate of Incorporation Schedule 2.2(b) Amended and Restated Bylaws Schedule 2.3(b)(i) MII Intellectual Property Subject to Right of First Refusal Schedule 2.3(b)(ii) Right of First Refusal Procedures Schedule 6.3 Certain Books and Records and Related Provisions Schedule 6.10 D&O Tail Coverage MASTER SEPARATION AGREEMENT This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of July 2, 2010, between XxXxxxxxx International, Inc., a Panamanian corporation (“MII”) and The Xxxxxxx & Xxxxxx Company, a Delaware corporation (“B&W”). MII and B&W are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
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Entities for Which Liabilities for Any. Future Claims Shall Be Shared Schedule 1.1(c)(i) Designated RemainCo Liabilities
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Related to Entities for Which Liabilities for Any

  • Liabilities for Breach 9.1 The Parties agree and confirm that, if any of the Parties (the “Breaching Party”) is materially in breach of any provision hereof, or materially fails or delays in performing any of the obligations hereunder, a breach hereof is constituted (a “Breach”), and any of the other Parties which does not commit any Breach (a “Non-breaching Party”) has the right to require that the Breaching Party rectify it or take a remedial action within a reasonable period. If the Breaching Party fails to rectify the Breach or take remedial actions within the reasonable period or within ten (10) days of the other Party’s written rectification notice, then:

  • Certain Liabilities Except as disclosed on Schedule 4.10, to such Credit Parties’ knowledge, none of the present or previously owned or operated Property of any such Credit Party or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Credit Party, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Liability for Subcustodians (a) Subject to Section 7.1(b), Bank shall be liable for direct losses incurred by Customer that result from:

  • Liability for Certain Acts The Manager shall perform the Manager’s duties in good faith, in a manner it reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Manager shall have any liability by reason of being or having been the Manager of the Company. No Manager in any way guarantees the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

  • Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

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