Liabilities and Assets Sample Clauses

Liabilities and Assets. Except as set forth on Attachment A to ---------------------- ------------ this Agreement, MTT does not have any liabilities. The assets of MTT are set forth on Attachment B to this Agreement. -------------
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Liabilities and Assets. Arvana shall not, as of Closing, have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent not otherwise included in its Form 10-K for the period ended December 31, 2021, or subsequent quarterly reports.
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Liabilities and Assets. Liabilities and assets of the BPWS shall be allocated annually among the Member Municipalities in proportion to the water consumed by each of them from the water supply facilities of the BPWS during the latest twelve month period for which figures are available on August 15th of each year. Such liabilities include principal, interest, operating, and maintenance costs of the existing BPWS and new projects replacing or expanding system components; debt; fund balance shortages; and damage claims. Such assets include title to real estate and proceeds from dissolution of the Commission. Other unlisted liabilities and assets shall be allocated in the same manner.
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Liabilities and Assets. 4.1 Subject to clause 4.2, the Buyer shall, assume responsibility for the due and punctual payment, satisfaction and discharge of the obligations of the Sellers arising from the date of Completion under or in respect of:-
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Liabilities and Assets. All assets of DC shall remain the property of DC. All liabilities of DC shall remain the obligations of DC as a wholly owned subsidiary of AUSA.
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Liabilities and Assets. The parties have divided the personal property in a temporary order entered on August 14, 2007. All tangible personal property in the possession of Xx. Xxxxx is his sole and separate property and all tangible personal property in the possession of Xx. Xxxxx is her sole and separate property. The parties have relied upon the information they have supplied each other in the division of assets. Sometimes there will be a list of assets to be divided in the future. Identify such property as specifically as possible and be clear about the date and the manner of transfer. For example: On January 1, 2008, at noon, Xx. Xxxxx will remove from the marital home the following items: Grandfather clock left to him by his mother, Stainless steel pots received as a wedding gift, and Bedroom set, including double bed, bureau, armoire and two night stands which were in the master bedroom at the time of separation. OR The amount of Xx. Xxxxx’ pension through the Gizmo Corporation which accrued during the marriage, from the date of the wedding up to this day, will be divided equally between the parties. Counsel for Xx. Xxxxx will draft a Qualified Domestic Relations Order to effectuate this division, which will not be unreasonably delayed. Division of pensions and certain other financial assets require special expertise. Be sure that these transfers actually take place. It would be very awkward for Xxx. Xxxxx to discover fifteen years from now that Xx. Xxxxx is collecting his pension and nothing was done to protect her rights. Xx. Xxxxx will be responsible for the MasterCard xxxx and Xxx. Xxxxx will be responsible for the Visa bill. This is another area for negotiation. It is important to be realistic about payment of debt. If you cannot afford to make the payments, do not make an agreement to do so. A provision such as this one could preclude you from eliminating your obligations through bankruptcy. If Xxx. Xxxxx files for bankruptcy, including joint debts she agreed to pay, then the company holding the debt will try to get it paid by Xx. Xxxxx. Presumably, Xx. Xxxxx bargained away something in order to obtain Xxx. Xxxxx’ agreement to assume responsibility for the debt. The parties agree that they will not hereafter make any purchases or contracts or incur any expenses in the name or upon the credit of the other. Each will indemnify and save each other harmless from any and all liability, loss or expense, including reasonable attorney’s fees arising from such purchase or cont...
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Related to Liabilities and Assets

  • Liabilities and Obligations Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material liabilities of the Company of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules to this Agreement, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the knowledge of the Stockholders, except as set forth on Schedule 5.10, since the Balance Sheet Date the Company has not incurred any material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

  • Liabilities and Warranties While the Custodian will take reasonable precautions to ensure that information provided is accurate, the Custodian shall have no liability with respect to information provided to it by third parties. Due to the nature and source of information, and the necessity of relying on various information sources, most of which are external to the Custodian, the Custodian shall have no liability for direct or indirect use of such information.

  • Liabilities and Indemnities The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

  • LIABILITIES OF THE PARTIES 4.1 For non-performance or improper performance of the obligations under this Agreement, the parties shall be liable in accordance with the current legislation of the Russian Federation.

  • Liabilities Assumed Buyer does not assume any liabilities of Seller. As a result, Buyer shall not be liable for any liabilities, contracts, agreements or other obligations of Seller, and Seller shall indemnify Buyer against all such liabilities, contracts and other obligations.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:

  • Material Liabilities The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, (ii) obligations under the Notes and in connection with the Advance and (iii) as contemplated by the Merger Agreement and the Transaction Documents.

  • 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.

  • 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.

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