AGENT ASSUMES NO LIABILITY Sample Clauses

AGENT ASSUMES NO LIABILITY. Agent assumes no liability whatsoever for any acts or omissions of Owner, or any previous owners of the Premises, or any previous management or other agent of either. Agent assumes no liability for any failure of or default by any tenant in the payment of any rent or other charges due Owner or in the performance of any obligations owed by any tenant to Owner pursuant to any lease or otherwise. Nor does Agent assume any liability for previously unknown violations of environmental or other regulations which may become known during the period this Agreement is in effect. Any such regulatory violations or hazards discovered by Agent shall be brought to the attention of Owner in writing, and Owner shall promptly cure them.
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AGENT ASSUMES NO LIABILITY. Agent assumes no liability whatsoever for any acts or omissions of the Board or the Association, or any previous Boards or current or previous owners of the Property, or any previous management or agent of either. Agent assumes no liability for any failure of or default by any individual unit owner in the payment of any assessment or other charges due to the Association or in the performance of any obligations owed by any individual unit owner to the Association, pursuant to any lease, contract or otherwise. Agent likewise assumes no liability for any failure of or default by concessionaires in any rental or other payments to the Association. Nor does Agent assume any liability for previously unknown violations of environmental or other regulations which may become known during the period this Agreement is in effect. Any such regulatory violations or hazards discovered by Agent shall be brought to the attention of the Association in writing, and the Association shall endeavor to cure them.
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AGENT ASSUMES NO LIABILITY. The Agent assumes no liability for any acts or omissions of the Landlord, or previous landlords, or previous management or other agents of either. The Agent assumes no liability for failure of or default by any tenant in the payment of any rent or other charges due the Landlord or in the performance of any obligations owed by any tenant to the Landlord pursuant to any lease or otherwise. Nor does the Agent assume any liability for previously unknown violations of environmental or other regulations which may become known during the term of this Agreement. Any such regulatory violations or hazards discovered by the Agent shall be brought to the attention of the Landlord and the Landlord shall promptly cure them.
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AGENT ASSUMES NO LIABILITY. Agent assumes no liability for any damages, losses, or acts of omission by the Tenant. Agent assumes no liability for any acts or omissions of Owner or previous Owners or previous agents. Agent assumes no liability for default by any tenant. Agent assumes no liability for violations of environmental or other regulations which may become known during the term of this Agreement. Any such regulatory violations or hazards discovered by Agent shall be brought to the attention of Owner, and Owner shall promptly cure them.
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AGENT ASSUMES NO LIABILITY. (a) Agent assumes no liability whatsoever for any acts or omissions of Owner, or any previous owners of the Project, or any previous management or other agent of either. Agent assumes no liability for any failure of or default by any tenant in the payment of any rent or other charges due Owner or in the performance of any obligations owed by any tenant to Owner pursuant to any lease or otherwise. Nor does Agent assume any liability for previously unknown violations of environmental laws, statutes, ordinances or regulations (each, an "Environmental Law" and collectively, "Environmental Laws") or other laws, statutes, ordinances or regulations which may become known after the assumption of management responsibilities by the current Agent. Any such statutory or regulatory violations or hazards discovered by Agent shall be brought to the attention of Owner in writing. Agent shall have no responsibility for remediation of conditions constituting violations of Environmental Laws unless such conditions were caused by Agent. Owner shall promptly cure violations of Environmental Laws if such violations were not caused by Agent. Agent may be involved in the selection of the contractor retained to cure such violations and shall coordinate with the activities of such contractor. Within the scope of Agent's duties under SECTION 13 of this Agreement, and to the extent Project funds are available, Agent shall cure violations of laws, statutes, ordinances and regulations other than Environmental Laws.
Sample 1
AGENT ASSUMES NO LIABILITY. Agent assumes no liability whatsoever for any acts or omissions of Owner, or any previous owners of the Premises, or any previous management or other agent of either. Agent assumes no liability for any failure of or default by any tenant in the payment of any rent or other charges due Owner or in the performance of any obligations owed by any tenant to Owner pursuant to any lease or otherwise. Nor does Agent assume any liability for previously unknown violations of environmental or other regulations which may become known during the period this Agreement is in effect. Any such regulatory violations or hazards discovered by Agent shall be brought to the attention of Owner in writing, and Owner shall promptly cure them. OWNER AGREES TO INDEMNIFY AND HOLD AGENT AND ITS AFFILIATES HARMLESS FROM ALL LIABILITY, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS AT THE TRIAL AND AT ALL APPELLATE LEVELS), AND DAMAGES WITH RESPECT TO ALL OF THE FOREGOING.
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Related to AGENT ASSUMES NO LIABILITY

  • Liabilities Not Assumed The Purchaser will not assume any liabilities of the Vendor. The Purchaser will not be responsible for any liability of the Vendor, past, present or future, relating to the Claims, and the Vendor will indemnify and save harmless the Purchaser from and against any such claim.

  • LIABILITIES TO BE ASSUMED As used in this Agreement, the term "Liability" shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following Liabilities of Company (collectively the "Assumed Liabilities"):

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • No Assumption of Liabilities Purchaser shall not assume any of the existing liabilities, indebtedness, commitments or obligations of any nature whatsoever (whether fixed or contingent) of Seller in respect of the Property or otherwise, except those expressly assumed herein.

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Assumed and Excluded Liabilities (a) The “

  • Non-Assumption of Liabilities Subject to the limitation on indemnification in Sections 8.6 and 8.7, Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Seller or the Business other than the Assumed Liabilities (as defined herein). Without limiting the of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or any Shareholder, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement (provided such occurrences have a basis prior to the Closing Date), not otherwise disclosed to Buyer, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) having a basis prior to the Closing Date which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory having a basis prior to the Closing Date; (c) a violation by Seller or any Shareholder of any Applicable Laws or the requirements imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, having a basis prior to the Closing Date to or from the Real Property; (e) an agreement or arrangement in existence on the Closing Date between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, who has extended credit to Seller for which there is an outstanding indebtedness or obligation owed by Seller to such lender on the Closing Date, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller initiated at any time, having a basis prior to the Closing Date, whether or not listed on Schedule 4.1(h); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense incurred prior to the Closing Date related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder as a result of a contract for this transaction between Seller and such broker; (l) any liability or obligation of Seller for taxes of any kind, whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer on or after the Closing, those taxes solely attributable to Buyer and WCA and those taxes specifically prorated at Closing and undertaken by Buyer pursuant to such proration; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller prior to the Closing Date in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability or attributable to products and services for Buyer’s benefit; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity; (o) any liability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, accrued prior to the Closing Date, except to the extent that any such liability or obligation is an Assumed Obligation; and (p) all trade payables and accruals of the Seller in respect of the Business or otherwise (the items described in this Section 7.1 being referred to, collectively, as the “Retained Liabilities”). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Retained Liabilities or the Assumed Liabilities, as the case may be, with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof, and Buyer shall indemnify Seller and its successors and assigns from and against any liabilities or obligations of any Assumed Liabilities.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

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