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.
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.
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.
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...
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.
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.
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.
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.