Liabilities Retained Sample Clauses

Liabilities Retained. PURCHASER agrees that it is obligated under this Agreement to pay the following (and only the following) liabilities to SELLER with respect to the Existing Agreement (collectively, the “Retained Liabilities”): (i) NPS licensing fees accrued and owed by NATIONAL GENERAL under the Existing Agreement before July 1, 2017; and (ii) any other fees accrued and owed by NATIONAL GENERAL under the Existing Agreement as of the Effective Date. The termination and release in Section 5(c) below shall not limit or modify the above Retained Liabilities, which are an obligation of NATIONAL GENERAL under this Agreement.
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Liabilities Retained. Buyer does not hereby and shall not assume or accept any liabilities, obligations, or responsibilities of any Seller or any Affiliate (as hereinafter defined), Predecessor (as hereinafter defined), successor in interest (as hereinafter defined), related person (as hereinafter defined), lessee, sublessee or contractor relating to the Assets or any Seller's business. For purposes of this Agreement, "Affiliate" shall mean any shareholder, director or officer of any Seller or any other person or entity that controls, is controlled by or is or was under common control with such Seller. "Predecessor" shall mean any predecessor-in-interest to any Seller, including any person or entity which owned or controlled the Assets prior to such Seller taking title thereto, and "related person" and "successor in interest" shall have the meanings ascribed to such terms in or in connection with the Coal Industry Retiree Health Benefits Act of 1992 (the "Coal Act").
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Liabilities Retained. 4 Section 1.5 Leases....................................................................................6 Section 1.6 PNRC Notes................................................................................6 ARTICLE II
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Liabilities Retained. Seller Group and its Affiliates have not and shall not contribute or otherwise transfer, whether voluntarily, by operation of law or otherwise, any Retained Liabilities to the Acquisition LLCs or Buyer. Seller Group and its Affiliates (other than the Acquisition LLCs) (the "Retained Liability Group") shall be responsible for all Retained Liabilities of Seller Group, any Affiliate of Seller Group and any Predecessor, successor in interest, Related Person, lessee, sublessee or contractor. For purposes of this Agreement, the following terms shall have the following meanings:
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Liabilities Retained. The parties hereby agree that Buyer does not and shall not hereby assume or accept any liabilities, obligations or responsibilities, if any, of either Seller or any Affiliate (as hereinafter defined), Predecessor (as hereinafter defined), successor in interest (as hereinafter defined), related person (as hereinafter defined), lessee, sublessee or contractor of either Seller relating to the Purchased Assets or either Seller’s business, or any other liabilities, obligations or responsibilities (including liabilities which are contingent and liabilities imposed by future legislation) which are related to the ownership, use or operation of the Purchased Assets or the operation of either Seller’s business prior to the Closing Date, except that Buyer agrees to assume all reclamation obligations, if any, of Sellers related to environmental contamination caused by CR Mining on the Real Property where CR Mining previously operated (the “CR Property”) as described in the two letters listed on Schedule 6(h) hereto (the “CR Mining Reclamation Obligations”), provided that Sellers shall diligently continue and complete in compliance with all applicable Laws and Regulations (as defined in Section 6(f) hereof)) Sellers’ currently on-going clean-up of the CR Mining Property and the CR Mining Reclamation Obligations. As between Sellers (and their Affiliates) and Buyer (and its Affiliates), Sellers and their Affiliates shall retain and shall be solely responsible for such liabilities. For purposes of this Agreement, “Affiliate” shall mean, with respect to any person or entity, any member, director or officer of such person or entity or any other person or entity that controls, is controlled by or is or was under common control with such person or entity; “Predecessor” shall mean any predecessor-in-interest to either Seller, including any person or entity which owned or controlled any Purchased Assets prior to either Seller taking title thereto; and “related person” and “successor in interest” shall have the meanings ascribed to such terms in or in connection with the Coal Industry Retiree Health Benefits Act of 1992 (the “Coal Act”).
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Liabilities Retained. Seller agrees to retain all liabilities and obligations of Seller, pertaining to the Seller's Business and the Purchased Assets, except as specifically assumed by Buyer and as fully shown in Exhibit 2.1. (if any). Except as so shown, Seller shall remain fully obligated, and shall discharge all liabilities and obligations thereof (hereinafter collectively referred to as the "Liabilities)", including but not limited to the following: (a) All long-term liabilities of Seller, including the current portion thereof; (b) All liabilities for federal, state, provincial, local and foreign taxes relating to Seller's Business, whether arising prior to the Closing Date or thereafter, and related to the Seller's prior use, ownership or possession, or Seller's transfer, conveyance and assignment, of the Purchased Assets contemplated by this Agreement, including without limitation, property, franchise, gross receipts, sales, and income taxes of every kind and description; (c) All liabilities of Seller to its accounts, clients or customers, arising out of or connected with matters on or prior to the Closing Date; (d) All liabilities (including short term) of Seller of any nature whatsoever, based on events occurring before the Closing Date or services performed by Seller before the Closing Date, notwithstanding that the date on which the claim is first made known is after the Closing Date, including without limitation those liabilities pertaining to any employment relationship, or regulations or laws relating to health and safety of employees; regulations or laws relating to hazardous materials and pollution of the environment; (e) All liabilities of Seller with respect to any pending, threatened or unasserted litigation, claims, demands, investigations or proceedings relating to events on or before the Closing Date, or arising thereafter; (f) All liabilities of Seller with respect to or arising out of the transactions contemplated by this Agreement; (g) Any liability, the existence of which is a breach of any representation, warranty, or covenant of either Seller or Stockholders (whether collectively, or individually by name) under or within this Agreement; and (h) All liabilities of Seller with respect to all employee pay, salary, benefit and bonus plans based on events occurring or arising prior to the Closing Date, or arising thereafter.
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Related to Liabilities Retained

  • Assumption and Retention of Liabilities; Related Assets (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

  • 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.

  • Certain Liabilities Except as disclosed on Schedule 4.10, to such Credit Parties’ knowledge, none of the present or previously owned or operated Property of any such Credit Party or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Credit Party, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Company’s Responsibilities and Expenses Payable by the Company All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

  • Compensation; Payment of Fees and Expenses As compensation for the performance of the Administrator’s obligations under this Agreement, the Administrator shall be entitled to receive $2,500 annually, which shall be solely an obligation of the Servicer; provided, however, notwithstanding the foregoing, such compensation shall in no event exceed the Servicing Fee for the related annual period. The Administrator shall pay all expenses incurred by it in connection with its activities hereunder.

  • 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.

  • ADVISOR’S LIABILITIES AND INDEMNIFICATION (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein.

  • 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:

  • Fund Responsibilities and Expenses Payable by the Series Except as otherwise provided in Paragraphs 1 and 3 hereof, the Fund shall be responsible for effecting sales and redemptions of the Series’ shares, for determining the net asset value thereof and for all of the Series’ other operations and shall cause the Series to pay all administrative and other costs and expenses attributable to its operations and transactions, including, without limitation, transfer agent and custodian fees; legal, administrative and clerical services; rent for office space and facilities; auditing; preparation, printing and distribution of its prospectuses, proxy statements, shareholders’ reports and notices; supplies and postage; Federal and state registration fees; Federal, state and local taxes; non-affiliated Trustees’ fees; and brokerage commissions.

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