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.