Liabilities of the Seller Sample Clauses

Liabilities of the Seller. Except for the liabilities set forth on Schedule 1.4, Purchaser will not assume any liability or other obligation of Seller and shall acquire the Assets free and clear of any lien, claim, charge or encumbrance. Seller agrees to pay and discharge at or prior to Closing its indebtedness and all of its other liabilities pertaining to the Business and present evidence thereof to Purchaser.
Sample 1
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Liabilities of the Seller. Other than the obligations of Seller specifically assumed in writing by the Buyer in this Agreement, the Seller will indemnify and hold the Buyer harmless of and from any and all accounts payable, obligations, liabilities, or debts of Seller or the Seller resulting from any and all transactions, occurrences, conditions, events, or omissions which occurred on or before or were in existence as of the Closing.
Sample 1
Liabilities of the Seller. The Seller does not have any liabilities or obligations, whether accrued, absolute, contingent or otherwise which would preclude or otherwise prevent the Seller from selling, conveying, granting, assigning, transferring and delivering to the Purchaser, free and clear of any and all Liens, the Assets.
Sample 1
Liabilities of the Seller. Neither the Buyer nor Toymax or any of their Affiliates shall assume or be bound by or otherwise be responsible for any duties, responsibilities, obligations or Liabilities of the Seller of any kind or nature, known, unknown, contingent or otherwise, including, but not limited to, any Liabilities of the Seller arising out of the Seller's ownership and operation of the Funnoodle Product Line. All such duties, responsibilities, obligations or Liabilities shall be retained by the Seller (the "RETAINED LIABILITIES"). Notwithstanding the preceding sentence, the Buyer and Toymax each hereby expressly assume and shall be bound by and otherwise responsible for: (i) any duties, responsibilities, obligations and Liabilities of the Seller arising following the Closing under all Contracts set forth on SCHEDULE 3.10 hereto; and (ii) product liability Claims arising on and after the Closing Date with respect to "occurrences" (as defined in the insurance policies of each of the Seller, the Buyer and Toymax) that occur on and after the Closing Date (the "ASSUMED LIABILITIES").
Sample 1
Liabilities of the Seller. The Seller shall be liable for all obligations, covenants, representations and warranties of the Seller arising under or related to this Agreement. Except as provided in the preceding sentence, the Seller shall be liable only to the extent of the obligations specifically undertaken by it in its capacity as Seller hereunder.
Sample 1
Liabilities of the Seller. Except for the Assumed Liabilities, Purchaser assumes no debt, liability or obligation (whether absolute, accrued, contingent, known, unknown or otherwise) of the Seller, its Affiliates or any other Person and it is expressly understood and agreed that all debts, liabilities and obligations of the Seller, its Affiliates and the Business not expressly assumed in this Section shall remain the sole obligation of Seller and its Affiliates, Purchaser shall assume the following liabilities of Seller and no other (the “Assumed Liabilities”):
Sample 1
Liabilities of the Seller. The Seller hereby agrees and represents to pay essential attention and care to the works, to provide the goods under the Contract with regard to time, amount and price as stipulated in the Contract and Tender Documents, and to remedy any possible defects pursuant to the provisions of the Contract. Further liabilities and obligation of the Seller are indicated in the related annexes. In the event that the Seller does not comply with the notices and instructions given by the Buyer, and violates the liabilities specified herein, the Seller shall be liable to meet all losses to the Buyer and third parties.
Sample 1
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Liabilities of the Seller 
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Related to Liabilities of the Seller

  • 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.

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder.

  • Liabilities of the Master Servicer The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein.

  • Liability of the Seller (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

  • 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.

  • Responsibilities of the Sponsor In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities:

  • Liability of the Servicer Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

  • Liabilities of the Manager A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

  • LIABILITY OF THE SELLER; INDEMNITIES The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under these Master Sale Terms and each related Sale Agreement.

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