KAR Liabilities Sample Clauses

The 'KAR Liabilities' clause defines the responsibilities and obligations of a party, typically referred to as KAR, regarding any debts, losses, or legal claims arising from their actions or omissions under the agreement. This clause typically outlines the scope of liabilities, such as financial damages, third-party claims, or regulatory penalties, that KAR may be required to cover. By clearly allocating liability, the clause helps manage risk between the parties and ensures that each party understands their potential exposure, thereby reducing disputes and promoting accountability.
KAR Liabilities. For purposes of this Agreement, “KAR Liabilities” shall mean, as of the date of determination, (i) all Liabilities relating to, arising out of or resulting from actions, inactions, events, conduct, omissions, conditions, occurrences, facts or circumstances occurring or existing as of the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), of any member of the KAR Group and any member of the SpinCo Group, in each case that are not SpinCo Liabilities, including any and all Liabilities set forth on Schedule 2.4(b) and (iii) all Liabilities arising out of claims made by any Third Party (including KAR’s or SpinCo’s respective directors, officers, stockholders, employees and agents) against any member of the KAR Group or the SpinCo Group to the extent relating to, arising out of or resulting from the KAR Business or the KAR Assets.
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Related to KAR 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.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • 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.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Accrued Liabilities On termination, the rights and liabilities of the Parties that have accrued before termination shall subsist.