Liabilities Generally Sample Clauses

Liabilities Generally. From and after the Local Transfer Date or such other date agreed by Parent and SpinCo, except as expressly provided in this Agreement, in each applicable jurisdiction (a) SpinCo and the SpinCo Group shall assume or retain, as applicable, and SpinCo hereby agrees to pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities with respect to the employment or termination of employment of all SpinCo Employees, Former SpinCo Employees, their dependents and beneficiaries and other service providers and all other Liabilities expressly assigned to SpinCo or any member of the SpinCo Group under this Agreement and (b) Parent and the Parent Group shall assume or retain, as applicable, and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities with respect to the employment or termination of employment of all Parent Employees, Former Parent Employees, their dependents and beneficiaries and other service providers and all other Liabilities expressly assigned to Parent or any member of the Parent Group under this Agreement. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement. For the avoidance of doubt, it is the intent of the Parties that, as between Parent and SpinCo, the provisions of this Section 2.09 with respect to the allocation of the Liabilities described in this Section 2.09 shall apply notwithstanding the terms of any Local Agreement or the application of local Law. Notwithstanding anything in this Agreement or any Local Agreement to the contrary, the SpinCo Group shall assume and hereby agrees to pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities with respect to Blue Sky Employees.
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Liabilities Generally. Except as expressly provided in this Agreement, Seller shall retain exclusive liability and responsibility for providing any and all benefits due and payable to or in respect of all employees of the MMIC Business and related participants and beneficiaries under any ERISA Plan or Non-ERISA Plan in accordance with the terms of such plans and applicable law.
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Liabilities Generally. Except as expressly provided herein or in the Transition Services Agreement or required by applicable Law, following the Distribution Effective Time: (i) the Publishing Group shall be solely responsible for all Liabilities arising or that have arisen with respect to the employment of Publishing Employees or Former Publishing Employees, whether arising prior to, on, or following the Distribution Effective Time, including, without limitation, Liabilities arising or that have arisen from the participation of Publishing Employees or Former Publishing Employees in Tribune Benefit Plans prior to the Distribution Effective Time; and (ii) the Tribune Group shall be solely responsible for all Liabilities arising or that have arisen with respect to the employment of Tribune Employees or Former Tribune Employees, whether arising prior to, on, or following the Distribution Effective Time.
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Liabilities Generally. Subject to clause 11.2: (a) the Purchaser will be solely responsible for all Liabilities (including rates, royalties, utility charges, licence fees and rents) in connection with the Assets arising on or after Completion, and the Purchaser indemnifies the Vendor, its Related Bodies Corporate and each of their and its directors, officers and employees from and against all such Liabilities; and (b) the Vendor will be solely responsible for all Liabilities (including rates, royalties, utility charges, licence fees and rents) in connection with the Assets arising prior to Completion, and the Vendor indemnifies the Purchaser, its Related Bodies Corporate and each of their and its directors, officers and employees from and against all such liabilities.
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Liabilities Generally. Except as expressly provided otherwise in this Article 11, the Seller shall have and retain exclusive liability and responsibility for providing any and all benefits due and payable to or in respect of participants and other beneficiaries under any ERISA Plan or Non-ERISA Plan (other than a Canadian Plan) in accordance with the terms of such plans and applicable law including, without limitation, (i) all benefits of any kind for former or current employees of Seller who are not Assumed Employees; (ii) all benefit claims which are incurred by the Company's employees and former employees prior to the Closing Date under all ERISA Plans and Non-ERISA Plans (as defined in Section 5.12(a)) maintained by the Seller, including claims incurred before the Closing Date and not yet reported; (iii) medical coverage (to the extent provided) for individuals disabled or retired as of the Closing Date; (iv) benefits to all individuals entitled to benefits required to be provided by the continuation health care coverage requirements of Section 4980B of the Code and Sections 601 through 607 of ERISA as of the Closing Date; and (v) continuation of benefit coverage for surviving spouses of employees (to the extent provided) who die prior to the Closing Date. In the case of health care plans maintained by the Seller, a claim shall be deemed to have been incurred when services have been rendered by the health care provider.
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Liabilities Generally. (a) Each Borrower’s liabilities in respect of the Credit Agreement Obligations shall at all times be absolute and unconditional irrespective of: (i) any lack of validity, regularity or enforceability of this Agreement or any other Loan Document; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Credit Agreement Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any other Loan Document; (iii) any exchange, release or non-perfection of any security interest in any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Credit Agreement Obligations; (iv) any failure on the part of the Agent or any other Person to exercise, or any delay in exercising, any right under this Agreement or any other Loan Document; or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Borrower, any Subsidiary Guarantor or any other guarantor with respect to the Credit Agreement Obligations (including, without limitation, all defenses based on suretyship or impairment of collateral, and all defenses that any of the Borrowers may assert to the repayment of the Credit Agreement Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury), this Agreement and the obligations of the Borrowers under this Agreement. (b) Anything contained in this Agreement to the contrary notwithstanding, the amount of the U.S. Obligations or the Foreign Obligations, as applicable, for which each Borrower is jointly and severally liable hereunder shall be the aggregate amount of the U.S. Obligations or the Foreign Obligations, as applicable, unless a court of competent jurisdiction adjudicates such Borrower’s obligations under this Agreement (or the amount thereof) to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), in which case the amount of the U.S. Obligations or the Foreign Obligations, as applicable, payable by such Borrower hereunder shall be limited to the maximum amount of the U.S. Obligations or the Foreign Obligations, as applicable, that could be incurred by such Borrower without rendering s...
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Liabilities Generally. Except as expressly provided otherwise in this Article 11, Heath Canada shall have and retain exclusive liability and responsibility for providing any and all benefits due and payable to or in respect of participants and other beneficiaries under any Canadian Benefit Plan in accordance with the terms of such plans and applicable law.
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Liabilities Generally. Except as expressly provided otherwise in this Article 11 and except for any accrued expenses or liabilities set forth on the Closing Statement (as finally adjusted pursuant to Section 3.2), the Seller shall have and retain exclusive liability and responsibility for providing any and all benefits due and payable to or in respect of participants and other beneficiaries under any ERISA Plan or Non-ERISA Plan in accordance with the terms of such plans and applicable law.
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Related to Liabilities Generally

  • Taxes Generally All payments by the Borrower of principal of, and interest on, the Loans and all other Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes imposed on or measured by any Lender’s assets, net income, receipts or branch profits, (iii) any taxes (other than withholding taxes) with respect to the Agent or a Lender that would not be imposed but for a connection between the Agent or such Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), and (iv) any taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges to the extent imposed as a result of the failure of the Agent or a Lender, as applicable, to provide and keep current (to the extent legally able) any certificates, documents or other evidence required to qualify for an exemption from, or reduced rate of, any such taxes fees, duties, levies, imposts, charges, deductions, withholdings or other charges or required by the immediately following subsection (c) to be furnished by the Agent or such Lender, as applicable (such non-excluded items being collectively called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will: (i) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such Governmental Authority; and (iii) pay to the Agent for its account or the account of the applicable Lender, as the case may be, such additional amount or amounts as is necessary to ensure that the net amount actually received by the Agent or such Lender will equal the full amount that the Agent or such Lender would have received had no such withholding or deduction been required.

  • Currencies Generally At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the date hereof. Except as provided in Section 2.10(b) and the last sentence of Section 2.17(a), for purposes of determining (i) whether the amount of any Borrowing or Letter of Credit under the Multicurrency Commitments, together with all other Borrowings and Letters of Credit under the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency Commitments, (iii) the Revolving Credit Exposure, (iv) the Multicurrency LC Exposure, (v) the Covered Debt Amount and (vi) the Borrowing Base or the Value or the fair market value of any Portfolio Investment, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency or the Value or the fair market value of any Portfolio Investment that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing, Letter of Credit or Portfolio Investment, as the case may be, determined as of the date of such Borrowing or Letter of Credit (determined in accordance with the last sentence of the definition of the term “Interest Period”) or the date of valuation of such Portfolio Investment, as the case may be. Wherever in this Agreement in connection with a Borrowing or Loan an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency).

  • Remedies Generally The remedies provided in this Guaranty are cumulative and not exclusive of any remedies provided by law.

  • Services Generally Commencing on the Listing Date and continuing until the Termination Date, to the extent reasonably requested by the Company, the Service Provider shall render to the Company, by and through such of the Service Provider’s officers, employees, independent contractors, consultants, agents, representatives and affiliates as the Service Provider, in its sole discretion, may designate from time to time, support and administrative services (collectively, the “Services”), including research, due diligence, transaction process management and execution, information technology, public and investor relations, legal, facilities management, back office, vendor management, accounting, book and record keeping, cash management, secretarial services and other services in connection with identifying and evaluating potential initial Business Combination targets that the Service Provider may recommend to the Company; provided that the Service Provider shall not provide any investment advice to the Company.

  • References Generally References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.