Liability Management Clause Samples
The Liability Management clause defines how the parties to an agreement will handle and limit their respective responsibilities for losses, damages, or claims arising from the contract. Typically, this clause sets out caps on the amount one party may be required to pay, excludes certain types of damages like indirect or consequential losses, and may specify procedures for handling claims. Its core practical function is to allocate and manage risk between the parties, providing predictability and protecting each side from potentially unlimited financial exposure.
Liability Management. To further manage the ▇▇▇ Board’s exposure in the event of misused WIOA grant funds allocated to the WDA, the ▇▇▇ Board shall adhere, and, where applicable, shall require the WDB and/or any of its providers to adhere, to the following guidelines:
1. That WIOA programs, services, and activities in the WDA be administered prudently to minimize liability, including, but not limited to, the requirement that all contractors who provide services purchased with WIOA grant funds be required to maintain general liability, workers compensation, and automobile (if automobiles are used in providing services) insurance policies in an amount of at least $1,000,000. Said contractors may also be required to provide fidelity insurance and/or bonding in such amounts deemed necessary by the ▇▇▇ Board to protect the ▇▇▇ Board, the Consortium and the Counties. Contracts for service delivery shall require indemnification by the contractor in the event that contractor errors or omissions result in disallowed costs or other liability;
2. That the Sub-Recipient be required to maintain errors and omissions insurance, fidelity insurance/bonding, general liability insurance, workers compensation insurance and automobile insurance to the extent deemed necessary by the ▇▇▇ Board and in amounts to be determined by the ▇▇▇ Board. Such insurance shall name the ▇▇▇ Board, the Consortium and each County as additional insureds;
3. That the WDB and/or the Sub-Recipient be required to indemnify, defend and hold harmless the ▇▇▇ Board, the Consortium and each County, as well as their agents, officers, elected officials, representatives, employees, successors and assigns, from and against any claim, demand, suit, payment, damages, loss, cost and expense, including actual attorney’s fees, by reason of any alleged or actual liability for injury or damages caused by, relating to or arising in any way, in whole or in part, from:
a. The wrongful, intentional, or negligent acts or omissions of the WDB, the Sub- Recipient and/or their employees, agents, representatives and subcontractors; or
b. The breach by the WDB, the Sub-Recipient and/or their agents, officers, elected officials, representatives, employees, successors and assigns, of this ▇▇▇ Agreement, the Bylaws and/or Joint Agreement, as well as any other agreements/governing procedures enacted in accordance with WIOA and as amended from time to time;
4. That the ▇▇▇ Board may further direct the purchase of additional fidelity/bonding, errors an...
Liability Management. The Indebtedness included on the AT&T Broadband Balance Sheet consists of the Indebtedness to third parties (the “Scheduled Debt”) and Indebtedness to members of the AT&T Communications Group. Prior to the Distribution Date, the Indebtedness of the AT&T Broadband Group shall consist only of (i) the Scheduled Debt, Indebtedness to third parties reflected on the September 30, 2001 balance sheet included in the AT&T Broadband Financial Statements and the third party Indebtedness identified in Item 3 of Schedule 6.11 to the Merger Agreement (unless any such Indebtedness shall have been discharged) (ii) Indebtedness of the members of the AT&T Broadband Group to members of the AT&T Communications Group and (iii) such other debt as shall have been approved by the Interim Finance Committee. On the Distribution Date, the AT&T Broadband Entities may incur additional Indebtedness to parties (other than to members of the AT&T Communications Group) in an amount sufficient to (i) pay in full at the Effective Time to AT&T an amount equal to the Indebtedness owed by any member of the AT&T Broadband Group to any member of the AT&T Communications Group, (ii) refinance the TOPRS that may be called for redemption at the Effective Time or shortly thereafter and (iii) provide appropriate cash reserves to fund the operations of the AT&T Broadband Entities after the Effective Time. Such Indebtedness shall be incurred in accordance with Section 9.15 of the Merger Agreement.
Liability Management. (a) The Company will provide Parent reasonable assistance in connection with (i) the repayment, redemption or satisfaction and discharge of any Indebtedness of the Company or any Company Subsidiary, including the Company Notes, Company IRBs or Company Credit Agreement, as applicable (a “Debt Payoff”), and (ii) any tender offers, exchange offers or consent solicitations (each, a “Debt Offer”) to holders of Company Notes; provided that:
(i) if and to the extent requested by Parent prior to the Effective Time, the Company or a Subsidiary of the Company will, subject to the terms of this Section 6.12, commence a Debt Offer on terms determined by Parent after reasonable consultation with the Company; provided that neither the Company nor any Company Subsidiary will have any obligation to make any Debt Payoff;
(ii) subject to the Company’s obligations hereunder, the Company will have a reasonable opportunity to review and comment on all offers to purchase, solicitation statements or any other materials to be transmitted to debt holders, or otherwise used in connection with any Debt Payoff or Debt Offer;
(iii) at the time of commencement of any such Debt Payoff or Debt Offer, Parent and Merger Sub have performed or complied in all material respects with all of their agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Payoff or Debt Offer, as applicable, is to be commenced;
(iv) the Company will retain, as may reasonably be required and at Parent’s expense, the financial institutions and other parties reasonably requested by Parent and reasonably acceptable to the Company to act as dealer managers, information agents, solicitation agents, depositaries or other agents to provide assistance in connection with any Debt Offers and the Company will enter into customary dealer manager agreements, consent solicitation agreements, information agent agreements, depositary agreements and other agreements in connection therewith;
(v) notwithstanding anything in this Agreement to the contrary, in no event will the Company, any of its Subsidiaries, Parent or any of its Subsidiaries have any obligation to authorize, adopt or execute any supplemental indenture to the Company Notes Indenture or other agreement relating to a Debt Payoff or Debt Offer that would become effective prior to the Closing Date;
(vi) any Debt Payoff or Debt Offer will be at the expense of Parent;
(vii) the closing of any Debt Payoff or Debt Offer will ...
Liability Management. The Company agrees to use its commercially reasonable efforts to extend by 12 months the maturity date of its outstanding revolving credit facility under the Loan and Security Agreement dated May 4, 2022, between the Company and Silicon Valley Bank. From the Closing Date until December 31, 2025, the Company shall not incur any additional indebtedness in excess of $10 million, without the prior written approval of the Purchasers.
Liability Management should support AHDB in considering options to manage past service pensions liability, such as, running Pension Increase Exchange (PIE) exercises, offering Flexible Retirement Options (FROs) and running Enhanced Transfer Value (ETV) exercises.
Liability Management. Transparent disclosure, direct disclaimer,& compartmental.
Liability Management. The task provides a perspective on the regulation of specific Vertical and Telecom industries that are involved in the complex 5G environment. It demonstrates that it is not possible to define specific set of requirements (safety, availability, security, QoS) that would fit all use cases. And that providing on-ĚĞŵĂŶĚ ƐĞĐƵƌŝƚLJ ƐĞƌǀŝĐĞƐ ǁŝ-dƚemŚa ndĂle vel͚ofĐŽŶǀĞ transparency, accountability and liability, is a key driver for the development of 5G Services. The deliverable defines some metrics to negotiate such a convention of proof. It also defines the goals of a liability management system and investigates how they are covered by the enablers developed in INSPIRE-5GPlus. v0.1 23/01/22 Table Of Content ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ V0.2 27/06/22 Introduction, Section 2, Section 3, Section 4, Section 5 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ V0.3 30/06/22 Section 4, proof-reading ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ V0.4 30/06/22 Corrections throughout the document after WP4 internal review ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ after internal review by ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ V0.5 05/07/2022 Abstract, executive summary, conclusion ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ V0.6 13/07/2022 Review ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ V0.7 26/07/2022 Corrections following review ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ V0.9 27/07/2022 Final editing ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ V1.0 04/08/2022 Submit Deliverable ▇▇▇ ▇▇▇▇▇▇ V1.1 02/03/2023 Corrections to address final Project Review Recommendations ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Section 1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Orange) Section 2 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Orange), Gürkan Gür (ZHAW)
Liability Management. Within 60 days of this Agreement, the Bank shall submit to the Reserve Bank and the Bureau acceptable written asset/liability management policies designed to improve the management of the Bank’s sensitivity to market risk and liquidity. The policy regarding sensitivity to market risk shall at a minimum, address, consider, and include the following: (i) identification of responsible individuals for measuring, monitoring, and controlling interest rate sensitivity; (ii) appropriate oversight and review by management and the board of directors; (iii) maintenance of documentation to support the validity and accuracy ofassumptions used in measuring interest rate risk; (iv) parameters for controlling interest rate risk based on capital levels, earnings performance. and the risk tolerance of the Bank; and (v) action plans to reduce potential interest rate risk in the event that rate sensitivity results fall outside approved limits. The revised policy regarding liquidity shall, at a minimum, address. consider, and include the following: (i) appropriate standards for volume, mix and maturity of the Bank’s loans, investments, deposits, and alternative funding sources; (ii) specific liquidity targets and parameters; (iii) appropriate oversight and review by management and the board of directors; and (iv) a contingency funding plan. The Bank’s Asset/Liability Committee (the “ALCO”) shall review, on a monthly basis, all asset/liability management decisions made by the Bank’s management, paying particular attention to whether each decision was made in accordance with the approved policies. All exceptions to the policies shall be documented by the ALCO as to the reason for the exceptions and the continuance of the exceptions, taking into account the Bank’s overall goals and strategies. The ALCO shall maintain full and complete minutes of its actions and shall provide monthly written reports to the board of directors to enable the board to make informed decisions regarding the Bank’s management of market risk and liquidity. The Bank shall take such actions as are necessary to ensure that all reports submitted or published by the Bank, including Reports of Condition and Income, accurately reflect the condition of the Bank, and that all records indicating how such reports are prepared are adequately maintained for subsequent supervisory review.
Liability Management. 7.1 The aggregate liability of the Parties for all Defaults, whether in contract, tort, or otherwise, arising under or in relation to this Agreement, shall be subject to the following limitations and exclusions:
(a) in respect of each Party, for death, personal injury, fraud (including fraudulent misrepresentation) or criminal actions, liability shall not be subject to limitation or exclusion;
(b) subject to sub-Clause (a), in respect of the Contributor, for breach of obligations in respect of Clauses 2.1, 2.4, 5, and 6, liability shall not be subject to limitation or exclusion. In this regard, Contributor shall indemnify and hold harmless Fáilte Ireland, upon demand, in respect of any claim, liability, proceedings, fines, damages and/or costs of any nature, whatsoever and howsoever arising, which may be made or accrue against Fáilte Ireland; and
(c) subject to sub-Clause (a) and (b), in respect of both Parties, for direct loss or damage, whatsoever and howsoever arising, liability shall be subject to limitation, up to an amount, in aggregate of ten thousand euro (€10,000), and, in addition, shall be subject to exclusion.
7.2 Except as expressly set forth in this Agreement, all warranties, whether oral or written, express or implied, including, but not limited to, any warranties of fitness for purpose, description or quality, are hereby excluded, to the maximum extent permissible under applicable law.
7.3 In no event, will either Party be liable to the other Party for any consequential or indirect loss or damage (including, for the avoidance of doubt, anticipated financial benefits, of such nature), howsoever arising under, or in connection with, or in relation to, this Agreement. Reference in this Clause 7 to exclusion of liability shall refer to this Clause 7.3.
7.4 The Parties recognise the existence of one or more separate Fáilte Ireland contracts referring to specific subject matter to which the Parties may be party, including, but not limited to, participation in Fáilte Ireland accreditation schemes (the “Specific Contracts”). The Parties recognise and agree as follows:
(a) liability of Parties arising pursuant to this Agreement and one or more Specific Contracts shall be separate matters, dealt with by each such agreement separately; and
(b) notwithstanding the foregoing, in no event shall either Party be liable to the other pursuant to this Agreement and any one or more Specific Contracts in respect of a single cause of action.
Liability Management. Within 60 days of this Agreement, the Bank shall submit to the Reserve Bank and the Department an acceptable written plan to correct the deficiencies in asset/liability management noted in the Report of Examination.