No Liabilities and Claims Sample Clauses

No Liabilities and Claims. Except as disclosed in Section 4.7 of Disclosure Schedule, there are no outstanding loans, amounts payable or any other liabilities between any Group Company and any Founder or any of his/her Affiliates or immediate family member. None of the Founder and his Affiliates or immediate family member have, may have or may claim to have any claims, obligations or liabilities against any Group Company.
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No Liabilities and Claims. There are no outstanding loans, amounts payable or any other liabilities between any Group Company and any of the Founding Shareholders, Founders or any of their Affiliates. None of the Founding Shareholders, the Founders and their Affiliates has, may have or may claim to have any claims, obligations or liabilities against any Group Company.
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No Liabilities and Claims. Except as otherwise contemplated under the Reorganization Plan, (i) there are no outstanding loans, amounts payable or any other Liabilities between any Group Company, on the one hand, and the Founder or the Controlling Shareholder or any of its Affiliates, on the other hand, and (ii) none of the Founder, the Controlling Shareholder or its Affiliates has, may have or may claim to have any claims, obligations or Liabilities against any Group Company, other than, in each case of clauses (i) and (ii), any salaries and other compensations, business expense advancements and reimbursements in the ordinary course of business consistent with past practice.
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No Liabilities and Claims. There are no outstanding loans, amounts payable or any other liabilities between any Group Company and the Seller or any of her Affiliates, except for those disclosed to the Buyer (if applicable). The Seller or her Affiliates does not have any claims, obligations or liabilities against any Group Company. No Group Company had any material liability (whether actual, deferred, contingent, disputed or in relation to tax) or commitment which, in accordance with the Accounting Standards, should have been disclosed or provided for in the accounts of any Group Company.
Sample 1

Related to No Liabilities and Claims

  • Liabilities and Litigation Neither the Company nor any Subsidiary of the Company has any material (individually or in the aggregate) liabilities, direct or contingent, except as (a) disclosed or referred to in the Financial Statements, (b) disclosed to the Banks in the Disclosure Statement, (c) disclosed in a notice to Agent pursuant to Section 9.11 with respect to such as could reasonably be expected to have a Material Adverse Effect or (d) not prohibited by applicable provisions of Section 10. Except as (a) described in the Financial Statements, (b) otherwise disclosed to the Banks in the Disclosure Statement, (c) disclosed in a notice to Agent pursuant to Section 9.11 with respect to such as could reasonably be expected to have a Material Adverse Effect or (d) not prohibited by applicable provisions of Section 10, no litigation, legal, administrative or arbitral proceeding, investigation, or other action of any nature exists or (to the knowledge of the Company) is threatened against or affecting the Company or any Subsidiary of the Company which could reasonably be expected to result in any judgment which could reasonably be expected to have a Material Adverse Effect, or which in any manner challenges or may challenge or draw into question the validity of this Agreement, the Notes or any other Loan Document, or enjoins or threatens to enjoin or otherwise restrain any of the transactions contemplated by any of them.

  • 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:

  • No Liabilities Upon Closing, Pubco shall have no direct, indirect or contingent liabilities outstanding that exceed $1,000.

  • Liabilities and Warranties While the Custodian will take reasonable precautions to ensure that information provided is accurate, the Custodian shall have no liability with respect to information provided to it by third parties. Due to the nature and source of information, and the necessity of relying on various information sources, most of which are external to the Custodian, the Custodian shall have no liability for direct or indirect use of such information.

  • No Liability Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

  • 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.

  • Duties and Liabilities of Covered Persons 1) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for his or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

  • 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.

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