Net Liability Sample Clauses

Net Liability. Notwithstanding any provision of this Agreement, every liability of Assignee to Xxxxxx Estate is subject to and conditioned upon the recoupment of any and all liabilities owing from Xxxxxx Estate to Assignee, so as to establish a net liability. However, Assignee shall not reduce the amounts of its payments under Article 4 based on its net liability unless (i) this Agreement is properly terminated pursuant to Section 9.2 for Xxxxxx Estate’s uncured material breach of the Agreement, or (ii) a dispute resolution is pending with regard to whether Assignee has the right to terminate pursuant to Section 9.2 for Xxxxxx Estate’s uncured material breach of the Agreement,. In the case that such a dispute resolution is pending, Assignee will deposit and maintain in a separate account the amount of its damages and deduct the deposited amounts from payments to Xxxxxx Estate; the separate account shall belong to Assignee and be used to pay any back amounts due if Assignee does not prevail in dispute resolution. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
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Net Liability. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as level 3 (in millions): Year Ended December 31, 2010 2009 Beginning Balance $ (28) $ 74 Unrealized gains/(losses): Included in earnings (1) (22) 46 Included in other comprehensive income 3 (43) Settlements and derivatives entered into during the period 33 (105) Ending Balance $ (14) $ (28) Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods $ (27) $ 31
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Net Liability. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as level 3 (in millions): Year Ended December 31, 2009 2008 Beginning Balance......................................................................................................... $ 74 $ (21) Unrealized gains/(losses): Included in earnings (1) ........................................................................................... 46 68 Included in other comprehensive income .............................................................. (43) 35 Settlements and derivatives entered into during the period ....................................... (105) (8) Ending Balance .............................................................................................................. $ (28) $ 74 Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods............................................................ $ 31 $ 44 (1) Unrealized gains and losses associated with level 3 commodity derivatives are reported in our consolidated statements of operations as supply and logistics segment revenues. Gains and losses associated with interest rate derivatives are reported in our consolidated statements of operations as either other income, net or interest expense. Gains and losses associated with foreign currency derivatives are reported in our consolidated statements of operations as either supply and logistics segment revenues, purchases and related costs, or other income, net. We believe that a proper analysis of our level 3 gains or losses must incorporate the understanding that these items are generally used to hedge our commodity price risk, interest rate risk and foreign currency exchange risk and are therefore offset by the underlying transactions.
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Net Liability. As respects Private Passenger and Commercial Automobile Liability, including No-Fault, Uninsured and Underinsured Motorists, Medical Payments, Garagekeepers Legal Liability and Garage Liability,
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Net Liability. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives measured at fair value using inputs classified as level 3 in the fair value hierarchy (in millions): Year Ended December 31, 2008 Balance as of January 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(21) Realized and unrealized gains (losses): Included in earnings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 Included in other comprehensive income . . . . . . . . . . . . . . . . 35 Purchases, issuances, sales and settlements . . . . . . . . . . . . . . . . . (8) Transfers into or out of level 3(2) . . . . . . . . . . . . . . . . . . . . . . . . — Balance as of December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . $ 74 Change in unrealized gains (losses) included in earnings relating to level 3 derivatives still held as of December 31, 2008(3) . . . . . . . . $ 44
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Net Liability. For the purpose of this Article 6, in computing any individual or aggregate amounts of liabilities for indemnification, the amount of each liability shall be deemed to be an amount (i) net of any reasonably anticipated tax benefit to the Indemnified Party; (ii) net of any insurance proceeds which the Indemnified Party, or in the case of a liability of the Company to Charter Oak, the Indemnifying Party, has received and any indemnity, contribution or other similar payment payable by any third party to the Indemnified Party, or in the case of a liability of the Company to Charter Oak, the Indemnifying Party, with respect thereto; and
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Related to Net Liability

  • Joint Liability Each representation, warranty, covenant and agreement made by Parent or Merger Sub in this Agreement shall be deemed a representation, warranty, covenant and agreement made by Parent and Merger Sub jointly and all liability and obligations relating thereto shall be deemed a joint liability and obligation of Parent and Merger Sub.

  • Watercraft Liability 1. Coverages E and F do not apply to any "water- craft liability" if, at the time of an "occurrence", the involved watercraft is being:

  • Contingent Liability Where we effect or arrange a Transaction, you should note that, depending upon the nature of the Transaction, you may be liable to make further payments when the Transaction fails to be completed or upon the earlier settlement or closing out of your position. You may be required to make further variable payments by way of margin against the purchase price of the investment, instead of paying (or receiving) the whole purchase (or sale) price immediately. The movement in the market price of your investment will affect the amount of margin payment you will be required to make. You need to monitor your margin levels on a daily basis. Margin call You agree to pay us on demand such sums by way of margin as are required from time to time as we may in our discretion reasonably require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated Transactions under this Agreement. Failure to meet margin call Please note that in the event that you fail to meet a margin call, we may immediately close out the position. Form of margin Margin must be paid in cash in currency acceptable by us, as requested from time to time by the Company. Cash Margin paid to us is held as client money in accordance with the requirements of the Client Money Rules. Margin deposits shall be made by wire transfer, credit card, e-wallet or by such other means as The Company may direct. Set-off on default If there is an Event of Default or this Agreement terminates, we shall set-off the balance of cash margin owed by us to you against your obligations (as reasonably valued by us). The net amount, if any, payable between us following such set-off, shall take into account the Liquidation Amount payable under Clause 15 (Netting). Further assurance You agree to execute such further documents and to take such further steps as we may reasonably require perfecting our security interest over and obtain legal title to the Secured Obligations. Negative pledge You undertake neither to create nor to have outstanding any security interest whatsoever over, nor to agree to assign or transfer, any of the cash margin transferred to us, except a lien routinely imposed on all securities in a clearing system in which such securities may be held. General lien In addition, and without prejudice to any rights to which we may be entitled under this Agreement or any Applicable Regulations, we shall have a general lien on all cash held by us or our Associates or our nominees on your behalf until the satisfaction of the Secured Obligations.

  • Aircraft Liability (Additional requirement applicable for aerial photograph or contract involving any use of aircraft.)

  • Tenant Liability In the event of any sublease or assignment, whether or not with Landlord’s consent, Tenant shall not be released or discharged from any liability, whether past, present or future, under this Lease, including any liability arising from the exercise of any renewal or expansion option, to the extent such exercise is expressly permitted by Landlord. Tenant’s liability shall remain primary, and in the event of default by any subtenant, assignee or successor of Tenant in performance or observance of any of the covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said subtenant, assignee or successor. After any assignment, Landlord may consent to subsequent assignments or subletting of this Lease, or amendments or modifications of this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto, and such action shall not relieve Tenant or any successor of Tenant of liability under this Lease. If Landlord grants consent to such sublease or assignment, Tenant shall pay all reasonable attorneys’ fees and expenses incurred by Landlord with respect to such assignment or sublease. In addition, if Tenant has any options to extend the term of this Lease or to add other space to the Premises, such options shall not be available to any subtenant or assignee, directly or indirectly without Landlord’s express written consent, which may be withheld in Landlord’s sole discretion.

  • Default Liability 8.1 The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a “Default”). In such event any of the other Parties without default (a “Non-defaulting Party”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then (1)the Company shall have the right to terminate this Agreement and require the Defaulting Party to indemnify all damages if the Shareholder or SH Quanshi is the Defaulting Party, or (2) the Non-defaulting Party shall have the right to require the Defaulting Party to indemnify the damages, otherwise the Non-defaulting Party hasn’t any right to termination or release this Agreement or the entrustment under this Agreement under any circumstances.

  • Product Liability The Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by the Company.

  • Umbrella Liability The Umbrella / Excess Liability must be at least as broad as the underlying general liability and automobile liability policies. Limits – Each Occurrence $1,000,000 General Aggregate $1,000,000

  • Excess/Umbrella Liability Excess/umbrella liability insurance may be included to meet minimum requirements. Umbrella coverage must indicate the existing underlying insurance coverage.

  • Overdraft Liability The following actions may be taken by us if we receive a draft or other item drawn against your account and there are insufficient funds based on the available balance in your account to cover the draft or item: • Cover the draft or item in accordance with the terms of any written overdraft plan that you have established with us. • Pay the draft or item and create an overdraft to your account. Any negative balance on your account is immediately due and payable, unless we agree otherwise in writing. We may place a hold on balances in any other account you have with us until the overdraft is paid or we may set-off the amount of the overdraft against any of your other accounts in accordance with the terms of this agreement, unless prohibited by applicable law. • Return the draft or item unpaid. We may, at our option and without notice to you, refuse to pay any draft or item if it would create an overdraft, even though we may have previously established a pattern of honoring such drafts or items. We have no obligation to notify you before we decide to either pay a draft or item that creates an overdraft or to dishonor a draft or item that is drawn against insufficient available funds. Drafts or other transfers or payment orders that are drawn against insufficient funds may be subject to a service charge set forth in the Fee Schedule. National Automated Clearing House Association (NACHA) Rules allow Originating Depository Financial Institutions to reinitiate/resubmit an ACH debit returned due to NSF or uncollected funds up to two times. If the same draft or other transfer or payment order is submitted a second time, and there are insufficient funds in the account, it may be returned unpaid a second time with a fee assessed on the same item a second time. If we pay a draft or item against insufficient available funds or an overdraft is otherwise created on the account, you agree to pay any overdraft immediately. You agree to reimburse us for the cost and expenses we incur in recovering the overdraft from you, including our reasonable attorney’s fees and court costs.

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