Liabilities Covered Clause Samples

The "Liabilities Covered" clause defines the specific types of liabilities that are included under the agreement's terms. It typically outlines whether direct, indirect, consequential, or third-party liabilities are encompassed, and may specify particular scenarios such as damages, losses, or legal costs. By clearly delineating which liabilities are covered, this clause helps both parties understand their potential exposure and responsibilities, thereby reducing ambiguity and minimizing disputes over liability in the event of a claim.
Liabilities Covered. The School’s Commercial General Liability Insurance shall cover the School for those sources of liability (including, but not limited to, coverage for Premises Operations, Products/Completed Operations, Contractors, and Contractual Liability) which would be covered by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office.
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Liabilities Covered. The School’s insurance shall cover the School for those sources of liability which would be covered by Section II of the latest occurrence edition of the standard Business Auto Policy (ISO Form CA 00 01), including coverage for liability contractually assumed, as filed for use in the State of Florida by the Insurance Services Office. Coverage shall be included on all owned, non-owned and hired autos and buses used in connection with this Charter.
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Liabilities Covered. The School’s insurance shall cover the School for Automobile Liability which would be no less restrictive than the latest occurrence edition of the standard Business Auto Policy (ISO Form CA 00 001), which includes coverage for Contractual Liability, as filed for Sponsor in the State of Florida by the Insurance Services Office. Coverage shall be included on all Owned, Non-Owned and Hired automobiles, buses and other vehicles used in connection with this Charter. In the event the School does not own any vehicles, we will accept hired and non-owned coverage in the amounts listed above. In addition, we will require an affidavit signed by the School indicating the following: If School is governed by a municipality, then Sponsor’s Risk Management Department can elect to accept program deductibles/Self-Insured Retentions as long as the Sponsor receives prior written notice from the municipality that the municipality will be responsible for any loss payments within the deductible/Self-Insured Retentions. The municipality governing the School will be responsible for any outstanding deductibles/Self-Insured Retentions if the School is unable to meet its financial obligations.
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Liabilities Covered. (a) Guarantor hereby guarantee(s) absolutely and unconditionally the prompt payment and performance when due, whether at maturity, by declaration, by demand or otherwise, and at any and all times thereafter, of all indebtedness and other obligations of every kind and nature of the Company to Lender, direct or indirect, absolute or contingent, due or to become due, now or hereafter existing, joint, several or joint and several (all such indebtedness and other obligations being hereinafter collectively called the “Liabilities”). Notwithstanding the foregoing, the term “Liabilities” includes all Swap Obligations except for any Excluded Swap Obligations, which shall not be guaranteed pursuant to the terms hereof. (b) Notwithstanding (a) of this Section, the right of recovery against Guarantor is limited as to principal to the amount of $UNLIMITED, plus the interest on such amount and any related amounts such as breakage and prepayment fees. The creation or existence from time to time of Liabilities in excess of the amount to which the right of recovery under this Guaranty is limited is hereby authorized without notice to Guarantor and shall in no way affect or impair this Guaranty. If the word “UNLIMITED” is inserted in the previous sentence after the dollar sign, Guarantor expressly agrees that the right of recovery against Guarantor hereunder is without limit. (c) To the extent that (i) there is more than one guarantor of the Liabilities and (ii) Guarantor is a Qualified ECP Guarantor, Guarantor hereby jointly, severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this subsection (c) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this subsection (c), or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of any Qualified ECP Guarantor under this subsection (c) shall remain in full force and effect until the Liabilities have been paid and performed in full and Lender has no further commitment to lend to the Company. Such Qualified ECP Guarantor intends that this subsection (c) constitute, and this subsection (c) sha...
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Liabilities Covered. The deposit of the Escrowed Funds with the ------------------- Escrow Agent has been made solely for the purpose of funding, to the extent of the Escrowed Funds, (i) Seller's obligation to pay a deficiency in Net Working Capital as described in Section 2.2 of the Purchase Agreement, (ii) Seller's obligations to pay any prorated amounts not paid by Seller at Closing or within the applicable time periods for payment after Closing in accordance with the provisions of Section 1.5 of the Purchase Agreement and (iii) the Seller's indemnification obligations under Section 8.1 of the Purchase Agreement. This funding obligation terminates on the date (the "Termination Date") that is the later of the following: (i) the 12 month anniversary of the Closing Date; or (ii) with respect to any specific representation or warranty in the Purchase Agreement under which Purchaser shall have made a claim for indemnification thereunder prior to the 12 month anniversary of the Closing Date and shall have provided notice of such claim to the Escrow Agent as provided in Section 3 hereof, the period of time beyond the 12 month anniversary of the Closing Date sufficient to completely and finally resolve the claim relating to such representation or warranty.
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Liabilities Covered. The Agreement has been executed and the deposit of the Escrow Stock hereunder has been made pursuant to Section 2.3 and Section 10 of the Merger Agreement. The deposit of the Escrow Stock has been made for the purpose of funding and securing, to the extent of the value of the Escrow Stock, the indemnities set forth in Section 10 of the Merger Agreement until the expiration of the Claims Deadline or as otherwise provided herein.
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Liabilities Covered. Policies issued under this Agreement shall cover all sums which the Insured becomes legally liable to pay as damages to Third Party in respect of ERRORS and/or OMISSIONS on the part of the Insured whilst rendering professional services, ▇▇▇▇▇▇▇ out of claims first made in writing against the insured during the policy period, including legal costs and expenses incurred with the prior consent of insurer, subject always to the limits of indemnity and other terms, conditions and exceptions of the policy. It shall not be permissible to issue any Professional Indemnity Insurance Policy with unlimited liability.
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Liabilities Covered. This Escrow Agreement has been executed and the deposit of the Indemnification Holdback Amount has been made for the purpose of securing, to the extent of the Indemnification Holdback Amount, the obligations of Seller under Sections 8.1 and 9.2 of the Stock Purchase Agreement to indemnify and hold the Buyer Indemnitees harmless against any and all indemnifiable Losses and Taxes and any other amounts payable from the Escrowed Funds (each a “Covered Loss” and, collectively, the “Covered Losses”) in accordance with the terms and subject to the conditions of the Stock Purchase Agreement.
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Related to Liabilities Covered

  • 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: A. Bad faith, willful misfeasance, reckless disregard of its duties or negligence of the Board of Directors of the Fund, or SMC's acting upon any instructions properly executed and authorized by the Board of Directors of the Fund; B. SMC acting in reliance upon advice given by independent counsel retained by the Board of Directors of the Fund. In the event that SMC requests the Fund to indemnify or hold it harmless hereunder, SMC shall use its best efforts to inform the Fund of the relevant facts concerning the matter in question. SMC shall use reasonable care to identify and promptly notify the Fund concerning any matter which presents, or appears likely to present, a claim for indemnification against the Fund. The Fund shall have the election of defending SMC against any claim which may be the subject of indemnification hereunder. In the event the Fund so elects, it will so notify SMC and thereupon the Fund shall take over defenses of the claim, and (if so requested by the Fund, SMC shall incur no further legal or other claims related thereto for which it would be entitled to indemnity hereunder provided, however, that nothing herein contained shall prevent SMC from retaining, at its own expense, counsel to defend any claim. Except with the Fund's prior consent, SMC shall in no event confess any claim or make any compromise in any matter in which the Fund will be asked to indemnify or hold SMC harmless hereunder. PUNITIVE DAMAGES. SMC shall not be liable to the Fund, or any third party, for punitive, exemplary, indirect, special or consequential damages (even if SMC has been advised of the possibility of such damages) arising from its obligations and the services provided under this agreement, including but not limited to loss of profits, loss of use of the shareholder accounting system, cost of capital and expenses of substitute facilities, programs or services. FORCE MAJEURE. Anything in this agreement to the contrary notwithstanding, SMC shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, earthquake, acts of God, insurrection, war, riot, failure of communication or interruption.

  • 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.