any Assumed Liability. Notwithstanding the foregoing, Buyer shall not be obligated to indemnify Sellers under this Agreement for Indemnifiable Losses until the Indemnifiable Losses exceed one percent (1%) of the Purchase Price, in which event Buyer shall be obligated to indemnity Buyer for all Indemnifiable Losses. The foregoing obligation of Buyer shall be subject to and limited by each of the qualifications set forth in Article 9.3 and 9.4.
any Assumed Liability. Notwithstanding the terms of any Transfer Documents, CB&I acknowledges and agrees the indemnification rights of Seller under this Section 8.2(b) relative -------------- to any Assumed Liability shall not be altered, modified, extinguished or otherwise impaired by reason of the sole assumption by CB&I Sub of any Assumed Liability under any Transfer Document.
any Assumed Liability. (b) Notwithstanding any other provision in this Agreement to the contrary, neither NMHC nor Purchaser shall be required to indemnify, defend or hold harmless any Seller Indemnified Party against or reimburse any Seller Indemnified Party for any Losses pursuant to Section 8.01(a) unless:
any Assumed Liability. Buyer shall have no obligation to defend, indemnify, and hold each Seller or Sellers’ Parent or harmless [***] — CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. pursuant to this Section 10.2 with respect to any liability that is an Excluded Liability set forth in Section 2.2.
any Assumed Liability. (b) From and after the Closing, PGIO shall indemnify the IMA Indemnified Parties against and hold each IMA Indemnified Party harmless from any and all Losses suffered or incurred by any such IMA Indemnified Party arising from, relating to or otherwise in connection with any failure to perform any covenant or agreement of PGIO contained in this Agreement.
any Assumed Liability. Subject to the limitations of Section 10.05 and without increasing the aggregate liability of Buyer or Parent hereunder, the Shareholders and Xxxxxxx X. Silver may recover, in the aggregate, 100% of any Losses.
any Assumed Liability. (b) From and after the Closing, the Company shall indemnify the Unipath Indemnified Parties against and hold each Unipath Indemnified Party harmless from any and all Losses suffered or incurred by any such Unipath Indemnified Party arising from, relating to or otherwise in connection with any failure to perform any covenant or agreement of the Company contained in this Agreement.
any Assumed Liability. 8.2.1.5. the conduct of the Business after the Closing Date.
any Assumed Liability. Buyer shall have no obligation to defend, indemnify, and hold Seller, any Seller Affiliate, or any Designated Shareholder harmless pursuant to this Section 10.2 with respect to any liability that is an Excluded Liability set forth in Section 2.2.
any Assumed Liability. The obligations of the Purchaser under this Section 6.03(b)(iii) shall survive the Closing Date and continue in full force and effect subject only to any applicable statutes of limitations, subject to the limitations provided in Section 6.03(d); provided, however, the Adverse Consequences must be a direct result of a condition that arises after the Closing Date and relates to an action or failure to act on the part of the Purchaser.
