Related to Liabilities Incurred
Liabilities; Indemnification (a) Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those incurred by a Holder as a result of market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Tradeable Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in full all Outstanding Up-MACRO Tradeable Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities).
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.
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.
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:
Liabilities and Indemnities Contractor shall be responsible for, indemnify, defend and hold Company Group harmless from and against all Claims in respect of injury to or sickness, disease or death of any person in Contractor Group and loss of or damage to the property of any member of Contractor Group, arising out of or in connection with the Contract. Company shall be responsible for, indemnify, defend and hold Contractor Group harmless from and against all Claims in respect of injury to or sickness, disease or death of any person in Company Group and, subject to Clause 9, loss of or damage to the property of any member of Company Group, arising out of or in connection with the Contract. Notwithstanding any provision to the contrary elsewhere in the Contract, Company shall be responsible for, indemnify, defend and hold Contractor Group harmless from and against Company Group’s own Consequential Loss and Contractor shall be responsible for, indemnify, defend and hold Company Group harmless from and against Contractor Group’s own Consequential Loss, arising out of or in connection with the Contract. Except where expressly stated to apply to the extent of the negligence or breach of duty (statutory or otherwise) of the indemnifying party, all exclusions and indemnities given under Clause 9 and this Clause 13 shall be full and primary notwithstanding the provisions of Clause 14 and shall apply irrespective of cause and notwithstanding the negligence or breach of duty (statutory or otherwise) of the indemnified party or any other person and shall apply irrespective of any claim in tort, under contract or otherwise at law. Each party shall give the other prompt notice of any Claims with respect to the exclusions and indemnities under this Clause 13, accompanied by full details (where reasonably practicable and to the extent not subject to legal privilege) of the circumstances of any incident giving rise to such Claims and the parties shall co-operate in the defence of any such Claims, including negotiations, appeals or any settlement or compromise. If either party intends to irrevocably settle any Claims under this Clause 13 for which indemnification is sought, it shall do so only after having obtained the prior consent of the other party, such consent not to be unreasonably withheld or delayed.
Liabilities to Obligors No obligation or liability to any Obligor under any of the Contracts is intended to be assumed by the Trustees, the Trust or the Noteholders under or as a result of this Agreement and the transactions contemplated hereby.
Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.
Liabilities Assumed As of the Closing Date, Buyer will assume and agree to pay, discharge and perform insofar as they relate to the time period on and after the Closing Date, and arise out of events occurring on or after the Closing Date, all the obligations and liabilities of Seller under the Assumed Contracts.
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.
Liens and Liabilities A complete and accurate list of all material liens, encumbrances, easements, security interests or similar interests in or on any of the assets listed on Schedule AA. (Schedule CC.) A complete and accurate list of all debts, liabilities and obligations of SII incurred or owing as of the date of this Agreement. (Schedule CC. 1.)