Responsibility for Liabilities. Each Party is responsible for the acts and omissions of its own staff and others engaged by it. The Provider shall indemnify and keep indemnified in full the Trust against all claims, costs, damages, expenses, payments and liabilities whatsoever arising whether before or during the term of this Agreement out of or in connection with or in respect of any person employed or engaged by the Provider in connection with the provision of the Services (or the termination of such employment or engagement) which, for the avoidance of doubt, shall include any claim made by any third party arising out of or in connection with or in respect of the employment or engagement of any of the aforesaid persons, where and only to the extent that such claims, costs, damages, expenses, payments and liabilities were due to the acts or defaults of the Provider. The Provider shall take out and maintain appropriate insurance to fully cover its obligations and prospective liabilities under this Agreement. The Provider must provide evidence of its compliance with Clause 7.2 within a reasonable period of time following a written request to do so, which shall include written details of the insurance policy and the Provider shall comply with the Trust’s reasonable requests in relation to such matters.
Responsibility for Liabilities. If Pinnacle or OpCo is unable to obtain, or to cause to be obtained, any consent, substitution, approval, amendment or release required to transfer a Liability to the other party as required by this Agreement or the other Transaction Documents, then until the second (2nd) anniversary of the Time of Distribution, the applicable party shall continue to be bound by such agreement, lease, license or other obligation or Liability and, unless not permitted by the terms thereof or by Law, the other party shall, as agent or subcontractor for such party, as the case may be, pay, perform and discharge fully all the obligations or other Liabilities of such party thereunder from and after the Time of Distribution. The party required to assume such Liability pursuant to this Agreement or the other Transaction Documents shall indemnify the other party, and hold the other party and its Group harmless, against any Liabilities arising in connection therewith; provided, that pursuant hereto the party required to assume such Liability pursuant to this Agreement or the other Transaction Documents shall have no obligation to indemnify any party that has engaged in any knowing and intentional violation of Law, breach of contract, tort, fraud or misrepresentation in connection therewith. The Indemnified Party shall cause each member of its Group without further consideration, to pay and remit, or cause to be paid or remitted, to the other party, promptly all money, rights and other consideration received by it or any member of its Group in respect of such performance (unless any such consideration is an Asset of such Group). If and when any such consent, substitution, approval, amendment or release shall be obtained or the obligations under such agreement, lease, license or other obligations or Liabilities shall otherwise become assignable or able to be novated, the Indemnified Party shall promptly assign, or cause to be assigned, all its obligations and other Liabilities thereunder or any obligations of any member of its Group to the other party without payment of further consideration and such other party shall, without the payment of any further consideration, assume such obligations in accordance with the terms of this Agreement and/or the applicable Transaction Document.
Responsibility for Liabilities. Buyer shall not assume any Liabilities of Seller by virtue of this Agreement or otherwise.
Responsibility for Liabilities. Buyer shall not assume any Liabilities of Seller by virtue of this Agreement or otherwise. Notwithstanding anything herein, in the Original Agreement or in any Related Document to the contrary, except as otherwise expressly provided herein, Buyer is neither assuming nor agreeing to pay or discharge any of the claims against, or liabilities or obligations of, the Seller, Seller's bankruptcy estate or of any other party and nothing in this Agreement shall be construed to the contrary. All claims against, and liabilities and obligations of Seller, and Seller's bankruptcy estate, whether known or unknown, suspected or unsuspected, direct or contingent, in litigation, threatened or not yet asserted or existing with respect to any aspect of the Assets, Seller's bankruptcy case or estate, or this Agreement, arising or existing prior to or on the Closing Date are and shall remain the responsibility of Seller and Seller's bankruptcy estate, and such liabilities or obligations arising after Closing shall be the responsibility of the Buyer. The Order entered by the Court approving this Agreement shall specifically provide that the Buyer is not liable for pre-Closing claims, liabilities or obligations and is not liable as a successor-in-interest to creditors of Seller or Seller's bankruptcy estate.
Responsibility for Liabilities. Seller will be liable for all damages, -------------------------------- including but not limited to, actual, consequential and special damages resulting from any misrepresentations of the above stated facts.
Responsibility for Liabilities. 7.1 The Purchaser shall be responsible for, shall pay, perform and discharge and shall indemnify the Seller Protected Parties against all debts, liabilities and obligations of the Seller under the Business Contracts, to the extent such obligations are (i) required to be paid or performed after the Completion Date or (ii) accrue and relate to ownership of the Assets in the period starting on the Completion Date (other than the Retained Liabilities) and following thereafter and all Losses suffered by the Seller Protected Parties as a result of the failure of the Purchaser to perform such debts, liabilities and obligations (the “Assumed Liabilities”). In addition, the Purchaser shall be responsible for, shall pay, perform and discharge and shall indemnify the Seller Protected Parties against all debts, liabilities and other obligations of the Purchaser and its Affiliates which relate to the ownership of the Assets in the period on and after the Completion Date and all Losses suffered by the Seller Protected Parties as a result of the failure of the Purchaser to perform such debts, liabilities and obligations after the Completion Date.
Responsibility for Liabilities. 14.1 The Buyer hereby undertakes to the Seller (for itself and on behalf of each of the Seller’s Group Companies) that after Completion:
Responsibility for Liabilities. With effect from Completion, each of the Parties shall comply with its obligations in Schedule 7 (Responsibility for Liabilities).
Responsibility for Liabilities. Each party shall be responsible for any liability relating to any expense, claim, loss, damage or cost caused by their own negligence, gross negligence, or willful misconduct under this Agreement, except to the extent such liability is due to the negligence, willful misconduct or gross negligence of the other party
Responsibility for Liabilities. 8.1 Nothing in this agreement shall pass to the Purchasers or either of them, or be construed as an acceptance by the Purchasers or either of them of, any liability or obligation (of whatsoever nature and howsoever arising) which is not expressly assumed by the Purchasers or either of them under this agreement (including, without limitation, the Excluded Liabilities).
