CONTINUING LIABILITY definition

CONTINUING LIABILITY means any liability that commences, or that arises from facts in existence, prior to the Closing and that continues, or the facts giving rise to which continue, to exist after the Closing. Subject to clause (b), Seller is indemnifying Buyer against Continuing Liabilities to the extent arising from Seller's operation of the Business prior to Closing pursuant to Section 7.3(e), and Buyer is indemnifying Seller against Continuing Liabilities to the extent arising from Buyer's operation of the Business after Closing pursuant to Section 7.4(d).
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CONTINUING LIABILITY and "Continuing Liabilities" shall have the meanings respectively assigned to them in Section 2.03 hereof.
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CONTINUING LIABILITY shall have the meaning set forth in Section 10.02(a).
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Examples of CONTINUING LIABILITY in a sentence

  • At the sole discretion of NHA, NHA may settle all claims arising out of the cancellation of the Subcontracts.10.4 CONTINUING LIABILITY Termination of this Agreement or any portion thereof shall not relieve OMC of its responsibilities of the completed portions of the Work, nor shall it relieve OMC’s surety, if any, of its obligation for and concerning any claims arising out of the work performed.

  • CONTINUING LIABILITY In addition to being eligible to live in University Apartments when you apply, it is your responsibility to maintain eligibility throughout your stay.

  • As per the Hindu law of inheritance the property of Manglaram Saru Koch would devolve upon his five sons equally after his death and each son will have 1/5 th share in his unpartitioned property .

  • CONTINUING LIABILITY OF LESSEE FOR EXCLUDED EQUIPMENT ----------------------------------------------------- Except as provided to the contrary in this Section 2, and subject to --------- Lessee's satisfaction of each of the conditions and covenants described herein, Lessee shall not be responsible for any payment due to the Seller as required in Section 4.

  • GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL.

  • The Exchange will inform the Market Maker in writing of any suspension or termination or restriction of market making activity under Rule 304A.2. RULE 304A.3 CONTINUING LIABILITY (1) A Market Maker who has resigned or is terminated by the Exchange, will be bound by these Rules and directives insofar as they relate to any antecedent breach committed by the Market Maker.

  • GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL 14 ARTICLE 4.

  • CONTRACTOR'S CONTINUING LIABILITY The Contractor will be liable for defective, faulty or improper materials or workmanship.

  • RULE 301.8 CONTINUING LIABILITY (1) Notwithstanding that a Participating Organisation may cease to be registered or be struck off the Register by the Exchange for any reason whatsoever, the Participating Organisation shall be bound by these Rules which are now or may hereafter be in force and all directives, ruling and guidelines issued by the Exchange and/or Exchange holding company insofar as they relate to any antecedent breach committed by the Participating Organisation.

  • GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL 9 SECTION 4.

Related to CONTINUING LIABILITY

  • Hedging Liability means the liability of the Borrower or any Guarantor to any of the Lenders, or any Affiliates of such Lenders in respect of any Hedging Agreement as the Borrower or such Guarantor, as the case may be, may from time to time enter into with any one or more of the Lenders party to this Agreement or their Affiliates, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor).

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Aircraft Liability This policy does not cover "aircraft liability".

  • UK Bail-in Liability means a liability in respect of which the UK Bail-in Powers may be exercised.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

  • Hovercraft Liability This policy does not cover "hovercraft liability".

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Products Liability means:Your legal liability in respect of Personal Injury and/or Property Damage caused by or arising out of any Products or the reliance upon a representation or warranty made at any time with respect to such products; but only where such Personal Injury and/or Property Damage occurs away from premises owned or leased by or rented to You and after physical possession of such products has been relinquished to others.

  • public service obligation means any obligation imposed upon air carriers to ensure on a specified route the minimum provision of scheduled air services satisfying fixed standards of continuity, regularity, pricing and minimum capacity which air carriers would not assume if they were solely considering their commercial interest. Air carriers may be compensated by the Party concerned for fulfilling public service obligations;

  • Net Liability as used herein is defined as the Company's gross liability remaining after cessions, if any, to other pro rata reinsurers.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Product Liability means any liability, claim or expense, including but not limited to attorneys’ fees and medical expenses, arising in whole or in part out of a breach of any express or implied product warranty by the Company, strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other allegation of liability arising from the design, testing, manufacture, packaging, labeling (including instructions for use), or sale of products.

  • Third Party Liability means the liability of ARTC and/or the Operator to any third party (not being a related entity as defined in the Corporations Act 2001) who suffers any personal injury, property or economic loss or damage as a consequence of an Incident.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Controlled Group Liability means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of foreign laws or regulations.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Legal Liability means responsibility which courts recognize and enforce between persons who sue one another.