Transferee Liability. In the event that any liability is asserted against the Trustee as recipient of the property transferred to the Trustee hereunder, on account of any claimed liability of or through CRC, the Trustee may use such part of the Trust Estate as may be reasonable for contesting any such liability and in payment thereof, including reasonable attorney's fees incurred in connection therewith.
Transferee Liability. The parties hereto acknowledge and agree that:
Transferee Liability. In the event that any liability is asserted against the Trustees as recipients of the property transferred to the Trustees hereunder, on account of any claimed liability of or through the Company, the Trustees may use such part of the Trust Corpus as may be reasonable for contesting any such liability and in payment thereof, including reasonable attorneys' fees incurred in connection therewith.
Transferee Liability. Prior to the Closing Date, Sellers agree to notify the appropriate state taxing authority of the transfers contemplated hereunder and obtain a certificate from such authority showing that all tax, penalty and interest assessed against or due from Sellers has been paid, or a clearance certificate from such authority showing that no tax, penalty or interest has been assessed against and is due and unpaid from Sellers.
Transferee Liability. (a) Subject to the further provisions of this Section 6, any assignee or transferee (in either case, a "TRANSFEREE") of all or any portion of the Phase I Land and/or any buildings or other improvements thereon, the Mall I Space and/or any buildings or other improvements thereon, or the SECC Land and/or any buildings or other improvements thereon, including, without limitation, any transferee by way of a foreclosure sale or deed-in-lieu of foreclosure, shall be deemed to have assumed the obligations and liabilities hereunder of the Party from whom such Transferee received its interest in such portion of the Phase I Land, Mall I Space or the SECC Land or such buildings or other improvements (to the extent such obligations or liabilities relate to such portion); provided that, without limiting the foregoing, within five (5) Business Days of written request therefor by the non-transferring Party hereto, the Transferee shall execute a writing, in form and substance reasonably satisfactory to such Transferee and to such non-transferring Party, confirming such assumption. In the event of such a transfer or assignment, the transferring Party (the "TRANSFEROR") shall be released from any obligations arising after the effective date of the transfer or assignment (but not any obligations of the Transferor that are outstanding under this Agreement as of the effective date of the transfer or assignment, and the Transferor and the Transferee shall be jointly and severally liable with respect to such obligations). Each Transferor shall give the other Party hereto at least five (5) Business Days' prior written notice of the transfer or assignment in question and shall furnish a fully-executed copy of the instrument of transfer or assignment, within five (5) Business Days of execution thereof, to the other Party hereto.
Transferee Liability. (i) Prior to the third anniversary of the date of this Agreement, the PPB Sub agrees that it shall not sell, convey or otherwise transfer any material assets to a third party, in a single transaction or series of related transactions, if, at the time of such transaction(s) (or pro forma, after giving effect to such transaction(s)), the PPB Sub has Deficient Net Consolidated Assets (as defined below), unless, at least fifteen (15) business days prior to the closing of such transaction(s), (A) each transferee of such Assets delivers to the Purchaser a valid guaranty (in form and substance reasonably satisfactory to the Purchaser), executed by a duly authorized officer of such transferee, unconditionally (1) guaranteeing the Liabilities of the PPB Sub under this Agreement and (2) agreeing to cause any affiliate of such transferee to which such transferee sells, conveys or otherwise transfers any material assets to deliver a comparable guaranty as a condition precedent to such transaction; provided that (1) the PPB Sub shall remain bound in all respects by the terms of this Agreement, (2) the maximum liability that any such transferee will have under this Agreement shall be equal to the value of the assets acquired from the PPB Sub as of the date of such acquisition and (3) the guaranty delivered to the Purchaser shall set forth the applicable transferee’s best estimate of the value of such assets and (B) the PPB Sub delivers to the Purchaser a written certification, duly executed by the chief financial officer of the PPB Sub, as to the PPB Sub’s best estimate of the value of such assets.
Transferee Liability. Martin hereby represents that the value of the Purchased Assets represexxx xxproximately 20% of the value of Martin's business and accordingly the sale of the Purchased Assets contxxxxxxxx herein is not a sale of all or substantially all of its business assets within the meaning of Section 271 of the Delaware General Corporation Law (the "Transferee Liability Laws") and/or the governing laws of Delaware or Alabama or the articles of incorporation, by-laws or other laws or agreements governing Martin (the "Corporation Governing Documents"). Based upon such represexxxxxxn Buyer hereby waives any requirement on the part of Martin to obtain a certificate of no tax due from the Delaware or Alabaxx Xxxartment of Revenue or any other state taxing authority and shareholder approval as may be required under Corporation Governing Documents. Martin hereby specifically agrees to indemnify and save and hold harmlexx Xxxer from any and all claims, demands, causes of action, liability or loss of every kind and nature whatsoever including attorneys fees, costs and expenses, arising out of or resulting from any failure on the part of Martin and/or Buyer to comply with Transferee Liability Laws or Corporaxxxx Xoverning Documents in connection with the purchase and sale of The Acquired Business hereunder.
Transferee Liability. Neither Seller nor any of its Subsidiaries has any Liability for the Taxes of any Person (i) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.
Transferee Liability. The parties hereto agree that Purchaser will not, by virtue of the transactions contemplated by this Agreement, assume any liabilities or obligations of Seller or incur any transferee liability whatsoever., Accordingly, Seller agrees to indemnify, protect and hold harmless Purchaser from and against any and all transferee liability arising out of the transactions contemplated herein that may hereafter be claimed by the Internal Revenue Service, Georgia Department of Revenue, any other state, county or local government authority or agency or any creditor of Seller as of the Closing Date.
Transferee Liability. In the event of a license, sale or other transfer of the Product and/or Development Plan Technology, Cxxxxx shall cause the licensee, buyer or other transferee to agree to be jointly and severally liable with Cxxxxx for the royalties specified in Section 4.1 and 4.2, and failing that, such license, sale or other transfer shall be null and void.
