Reduction of Liabilities Sample Clauses

Reduction of Liabilities. The Liabilities covered hereby shall be net of any payments actually made to, or on behalf of, Indemnitee under a valid and collectible insurance policy, or under a valid and enforceable indemnification clause, by-law or agreement.
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Reduction of Liabilities. The Liabilities covered hereby shall be net of any payments to or on behalf of Indemnitee by D&O Insurance carriers or others with respect to the subject Proceeding.
Reduction of Liabilities. The Liabilities covered hereby shall be ------------------------ net of any payments to, or on behalf of, Indemnitee by D&O Insurance carriers or others with respect to the subject Proceeding.
Reduction of Liabilities. 13.1 The Waiver will have the effect of reducing the Renter's liability in respect of any Damage which occurs to the Vehicle for the duration of the Rental Period to the extent of the Excess reflected in the Rental Form and/or in the Official Rates Brochure in force at the time of Rental.
Reduction of Liabilities. To the extent any Liabilities of an indemnified party are reduced by receipt of payment (a) under insurance policies or (b) from third parties not affiliated with the indemnified party, such payments (net of the expenses of the recovery thereof) shall be credited against such Liabilities and, if indemnification payments shall have been received prior to the collection of such proceeds, the indemnified party shall remit to the indemnifying party the amount of such proceeds (net of the cost of collection thereof) to the extent of indemnification payments received in respect of such Liabilities. All Liabilities shall be calculated net of any tax benefits actually received by the indemnified party relating to such Liabilities.
Reduction of Liabilities. 25 SECTION 6.13 Non-use of Name...................................................................25 SECTION 6.14 Audited Financial Statements......................................................26 SECTION 6.15 Maintenance of GoodNet Employee Medical Benefits..................................26
Reduction of Liabilities. Telesoft shall take all necessary actions to ensure that the only liabilities of GoodNet at the Closing Date are (i) trade payables arising in the ordinary course of business (consistent with past practices), not in excess of $1,151,000, and (ii) the Xxxxx Obligation. Notwithstanding the foregoing and without limiting the obligations under this covenant, any payables or other amounts owed by GoodNet to Telesoft or any affiliate of Telesoft shall only be eliminated through contributions to capital, conversion of debt to equity or by other means that do not have, either singly or in the aggregate, a GoodNet Material Adverse Effect or any adverse tax consequences to GoodNet .
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Reduction of Liabilities. RDK will in accordance with RDK Debt Settlements issue the number of RDK Shares as set out in Schedule “A” of the RDK Disclosure Letter so that the aggregate amount of RDK’s trade payables, accrued liabilities and outstanding debt balance as of the date hereof is no greater than $125,000. Property Payments. RDK has amended the terms of its outstanding property payments on its Copper Creek Project, as disclosed in Section 3.1(t) of the RDK Disclosure Letter.

Related to Reduction of Liabilities

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities with respect to awards granted to IMS Health Employees, IMS Health Retirees, Corporation Retirees and IMS Health Disabled Employees pursuant to the IMS Health Replacement Option Plan. The Corporation Group shall retain all other Liabilities with respect to awards granted pursuant to the Corporation Stock Option Plans (including, but not limited to, awards granted to Corporation Post-Distribution Employees).

  • Novation of Liabilities (a) Each Party, at the request of the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts and Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

  • Limitation of Liabilities a) EXCEPT FOR (i) ANY DAMAGES RESULTING FROM THE GROSS NEGLIGENCE, FRAUD OR THE WILLFUL MISCONDUCT OF A PARTY; (ii) ANY CLAIMS OR DAMAGES ARISING FROM OR IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN THIS AGREEMENT (IN RESPECT OF WHICH PEOPLEFLUENT’S AGGREGATE LIABILITY SHALL BE AT THE LIMIT SPECIFIED IN CLAUSE 11b); (iii) THE DEATH, BODILY INJURY OF ANY PERSON CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF A PARTY; OR (iv) CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF A PARTY, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, CONTRACTORS OR SUPPLIERS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO PEOPLEFLUENT FOR THE RELEVANT SUBSCRIPTION SERVICES, SOFTWARE OR PROFESSIONAL SERVICES WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE RELEVANT CLAIM. IN NO EVENT SHALL EITHER PARTY OR THEIR AFFILIATES, SERVICE PROVIDERS, LICENSORS, CONTRACTORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

  • Allocation of Liability It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing. The provisions of this Section 12.1 shall survive the Closing.

  • Exclusion of Liabilities Regardless of anything else in this Agreement, under no circumstance will we be liable for any indirect, consequential, special, aggravated, punitive or exemplary damages whatsoever (including any loss of profits, opportunity, reputation, revenue, goodwill or any other economic or commercial loss whatsoever), or for any loss of data or information, that is caused to you, regardless of the cause of action, even if we have been advised of the possibility of such damages.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Satisfaction of Liabilities The liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Limitation of Liability for Payments Section 3.09 of the Basic Agreement shall be amended, with respect to the Applicable Trust, by deleting the phrase “the Owner Trustees or the Owner Participants” in the second sentence thereof and adding in lieu thereof “the Liquidity Provider”.

  • Assumption of Liability Notwithstanding any provision in this Agreement to the contrary, Licensee shall be solely responsible for any product liability, liability for death, illness, personal injury, improper business practice or any other statutory liability or any other liability under any law or regulation in respect of the Compound, Product and/or Licensed Product.

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