No Continuing Liability Clause Samples
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No Continuing Liability. There is no condition or contract or agreement of any kind in existence prior to Closing that would give rise to any liability or an obligation to pay a third party any amount of funds or property related to StaffMD that would be payable by MedicalWork following the Closing and there are no accounts, trade payables or other liabilities (whether committed or accrued) of StaffMD that are continuing to MedicalWork after the Merger (excluding annual URL registration fees which are de minimus).
No Continuing Liability. Nothing in any Senior Finance Document will oblige a Transferor to, or cause a Transferor to be liable to:
(a) accept a re-assignment or re-transfer from a Transferee of any of the rights or obligations assigned, transferred or novated under this clause 26; or
(b) support any losses incurred by a Transferee by reason of the non-performance by any Obligor of its obligations under any Senior Finance Document.
No Continuing Liability. The obligations of the Landlord under this Lease are not personal to and shall be fully binding on the owner of the reversion to this Lease from time to time but shall not be enforceable against any person who has owned the reversion after that person has parted with all interest in it (except in relation to any period when that person was actually the owner of the reversion to this Lease).
No Continuing Liability. No owner of the Premises, whether or not named herein, will have liability hereunder after it ceases to hold title to the Premises, except for events occurring during the period of such owner’s ownership of the Premises.
No Continuing Liability. Notwithstanding any provision of this Security Agreement or any other Credit Document or any exercise by the Administrative Agent of any of its rights hereunder or thereunder (including, without limitation, any right to collect or enforce any Collateral), neither the Administrative Agent nor any Lender shall assume or be considered to have assumed any liability to perform such obligations and duties or to enforce any of the Grantors' rights in connection with the Collateral.
No Continuing Liability. Upon the filing in accordance with Section 5.12(b) of any Pre-Closing Income Tax Return and payments of any amounts owed with respect thereto pursuant to Section 5.12(d), no Party shall have any further responsibility for payments pursuant to Section 5.12(d) with respect to such Pre-Closing Income Tax Return or Taxes associated therewith, even if such Pre-Closing Income Tax Return is subsequently amended or the subject of any Tax audit, litigation or other proceeding.
No Continuing Liability. From and after the closing, the selling Member shall have no further interest in the assets or profits of the Company and the obligations of the Company to the selling Member shall be deemed to be satisfied and discharged in full. The selling Member shall not be responsible for any losses of the Company, including losses or liabilities arising after the closing. The purchasing Member shall indemnify and defend the selling Member for all liabilities and losses arising from incidents or transactions occurring after the closing, including, without limitation any liability that any selling Member (or its Affiliate) might have under any guaranties given in connection with any indebtedness of the Company or the Property Owner with respect to any incidents or actions occurring after the closing.
No Continuing Liability. Buyer and Pequot hereby acknowledge, confirm and agree that Buyer shall have no claims and Pequot shall have no liability whatsoever as a result of or otherwise in connection with any loss of value, notice of default, notice of sale or bankruptcy of Borrower under the Subordinated Loans.